Seller’s Employee Benefit Plans. (a) Sellers shall retain all obligations and liabilities under the Seller Benefit Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred as of the Closing Date by Transferred Employees under the Seller Benefit Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Seller Benefit Plan shall be transferred to any Buyer or any of its Affiliates or to any plan of any Buyer or any of its Affiliates. Buyers shall be responsible for any multiemployer plan withdrawal liability that may arise in connection with the transactions contemplated by this Agreement in accordance with Title IV of ERISA with respect to the multiemployer plans set forth on SCHEDULE 7.2(b). Sellers shall continue to make the required contributions to such multiemployer plans through the Closing Date.
(b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers shall retain, except to the extent reflected on the Closing Date Balance Sheets (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including proportional accruals through the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies.
(c) With respect to any Transferred Employee...
Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Agreement or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of this Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefits Plans), (2) a list, as of the date of this Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of this Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualification for favorable Tax treatment under the applicable Laws of any jurisdiction. Wi...
Seller’s Employee Benefit Plans. (a) Seller shall retain ------------------------------- all obligations and liabilities under the Employee Plans and Benefit Arrangements. Accrued benefits or account balances of Transferred Employees under the Seller's Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date.
(b) With respect to the Transferred Employees (including any beneficiary or dependent thereof), Seller shall retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period and (iii) all other liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to the Closing Date, including, without limitation, liabilities and obligations in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies.
(c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability after the Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employee, such Person commences full-time employment with Buyer or one of its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. Notwithstanding the foregoing, with respect to any medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the C...
Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each Employee or former Employee (including any beneficiary thereof). No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Accrued benefits or account balances of Transferred Employees under the 401(k) Plan shall be fully vested as of the Closing Date. Seller shall cooperate and assist any Transferred Employee who so requests, in making a direct rollover of the Transferred Employee’s vested account balance to Buyer’s 401(k) plan as soon as practicable after the Closing date. Buyer shall cooperate with Seller and any Transferred Employee with respect to such direct rollover, provided that Buyer determines that the direct rollover is permitted under the Code and regulations thereunder. Each of the parties hereto shall pay its own expenses in connection with such direct rollover.
(b) With respect to any Employee Plans that are group health plans as defined in Section 5000(b)(1) of the Code, Seller shall satisfy the notice requirements of Section 4980B and 9801 of the Code. Seller shall treat all Employees (and their beneficiaries) who terminate employment with Seller as a result of this transaction as “qualified beneficiaries” entitled to continuation health coverage as described in Section 4980B of the Code (“COBRA Coverage”), regardless of whether the Employee becomes a Transferred Employee, and Seller shall continue to provide COBRA Coverage for the maximum period required by law to any former Employee (or beneficiary) who is eligible for COBRA Coverage as of the Closing Date. Seller shall promptly notify Buyer if it ceases to provide any group coverage to any of its Employees.
Seller’s Employee Benefit Plans. The active participation of the Hired Employees in the Employee Benefit Plans shall cease as of the Closing Date and Purchaser is not adopting or continuing the Employee Benefit Plans. Purchaser shall not be liable for any severance pay, change in control payment, bonus related to a sale of Chatham or the Furniture Business, bonus related to duration of employment, year 2000 compliance or similar compensation due to any employee of either Seller, including any Hired Employees, other than the Divisional Change In Control Agreements assumed by Purchaser in accordance with SECTION 2.1(D) hereof. Except for Assumed Liabilities (as to which Purchaser shall be responsible), Purchaser shall assume no responsibility with regard to any Employee Benefit Plans of either Seller. As of the Closing Date, each Seller shall fully vest all Hired Employees in each Employee Benefit Plan that is an "employee pension benefit plan" within the meaning of ERISA. To the extent necessary, each Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Employee Benefit Plans, subject to Purchaser's prior approval as to the time of such communication, which consent shall not be unreasonably withheld.
Seller’s Employee Benefit Plans. The Parties agree that, effective as of the Closing, Seller shall continue its exclusive sponsorship of all Employee Benefit Plans of Seller (if any), including, without limitation, any “401(k) Plan”, and Seller and/or Shareholder shall be solely responsible and liable for all obligations, responsibilities, Claims and Losses related to any such Employee Benefit Plan.
Seller’s Employee Benefit Plans. With respect to the Seller’s Employee Pension Benefit Plans, effective 12:01 a.m. as of their BFDS Hire Date, all Transferred Employees shall: (A) cease to accrue benefits under any Employee Pension Benefit Plan established or maintained by Seller or an ERISA Affiliate (“Prior Pension Plan”); (B) cease to participate in an Employee Benefit Plan which is not an Employee Pension Plan established or maintained by Seller or an ERISA Affiliate . Transferred Employees shall be entitled to receive their vested interests, if any, under any Prior Pension Plan in accordance with the terms and conditions of such Prior Pension Plan. Notwithstanding clauses (A) and (B) in this Section 4.3(b)(i), after the Closing Date, Seller shall take all action necessary to cause those Federated TA Employees who accept an offer of Comparable Employment and become Transferred Employees in accordance with Section 4.3(a) to have their service with BFDS after the Closing Date to be taken into account for purposes of determining the vested portion of their interest under the Federated 401(k) Plan. Moreover, Buyer agrees to track hours of service worked for each Transferred Employee and to send such information to Seller at Seller’s request to enable Seller to credit the Federated 401(k) Plan accounts of the Transferred Employees post Closing Date. Other than sending such information to Seller, Buyer will have no obligations to the Seller or the Transferred Employees with respect to the Federated 401(k) Plan.
Seller’s Employee Benefit Plans. Notwithstanding anything to the contrary contained in this Agreement, and without limiting the generality of Section 2.04, Sellers and their ERISA Affiliates shall remain and be responsible for any and all liabilities or obligations or claims in respect of (i) all Transferred Employees and their beneficiaries and dependents arising on or before the Closing Date, (ii) all Employee Benefit Plans, whether arising before, on or after the Closing Date and (iii) all Excluded Employees and their beneficiaries and dependents, whether arising before, on or after the Closing Date. Without limiting the generality of the foregoing or Section 2.04 and except as otherwise expressly set forth herein, Sellers and their ERISA Affiliates shall remain solely responsible for (i) all liabilities or obligations or claims arising out of the consummation of the transactions contemplated hereby, including, without limitation, change of control, sale bonus, stay bonus, retention bonus, severance and similar obligations under any Employee Benefit Plan maintained, entered into, or contributed to by Seller or its Subsidiaries and (ii) any and all liabilities, obligations or claims described in Section 4980B of the Code (or similar state law) that, in all cases, are or may become payable prior to or in connection with the consummation of the transactions contemplated by this Agreement. No Buyer nor any of their Affiliates shall have any liability with respect to any of the foregoing.
Seller’s Employee Benefit Plans. (a) Schedule 3.21 lists each Employee Benefit Plan and Other Plan that Seller maintains or has maintained within the last five years or to which it contributes (including employee elective deferrals), has contributed or has been required to contribute within the last five years.
(b) With respect to each Employee Benefit Plan (and related trust, insurance contract or fund) maintained by Seller, to Seller's knowledge, and except as described on Schedule 3.21, there is no material noncompliance liability relating to periods before the Closing Date that will become the liability of Buyer as a result of the consummation of the transactions contemplated by this Agreement.
Seller’s Employee Benefit Plans. Seller has and shall retain sole responsibility for Seller's employee benefit plans. Buyer shall not assume any responsibility for Seller's employee benefit plans.
