Common use of Seller’s Employee Benefit Plans Clause in Contracts

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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers The Seller Parties shall retain all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements in respect of each employee or former employee of Seller or any of its ERISA Affiliates (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. each Seller or its designated ERISA Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Apportionment Date by Transferred Employees under the Seller Employee Plans and Benefit PlansArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein or unless included as an Assumed Contract, no assets of any Seller Employee Plan or Benefit Plan Arrangement 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 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 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 workerworkman's compensation premiums attributable to such period and (iiiixx) all other xxx xther 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 Apportionment Date, including proportional accruals through the Closing Date and including, without limitation, limitation liabilities and obligations in respect of accruals through the Closing Apportionment Date under any bonus plan or arrangement, and 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 or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers the applicable 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 Execution Copy -------------- Asset Purchase Agreement -- Page 49 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 resumes full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Buyer or one of their its Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions Sellers shall arrange to continue in effect for a period of Sections 7.5(a), 90 days after Closing all Employee Plans and Benefit Arrangements (bother than any 401(k) Plan operated by Sellers) and (csuch continuation shall be at the expense of Buyer. Sellers shall terminate no later than the Closing Date any 401(k) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired SubsidiariesPlan operated by Sellers.

Seller’s Employee Benefit Plans. (ai) Except as provided in clause (e)(iv) below, the Sellers shall retain all obligations and liabilities under the Seller Employee Plans, Benefit Plans Arrangements or otherwise in respect of each employee or former employee Retained Employee and each Person who is not an Active Employee (including any beneficiary thereof) who is not a Transferred Employeethereof ("Sellers' Retained Employee Liabilities")). Except as expressly set forth herein, 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 no assets of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any Buyer the Purchasers or any of its their Affiliates or to any plan of any Buyer the Purchasers or any of its their Affiliates. Buyers Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements 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 fully vested as 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. (bii) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to the Transferred Employees (including any beneficiary or dependent thereof), the Sellers shall retain, except to the extent reflected on the Closing Date Balance Sheets retain (iA) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) that is 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, (iiB) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation is insured and relates to the period prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period Date and (iiiC) except to the extent provided in Section 5.07(e)(ii), all other liabilities and obligations arising under the Employee Sellers' 401(k) 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 Date (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"Non-Transferred Liabilities"). (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) 8.3.1 The Sellers shall retain all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements including, without limitation, liabilities or obligations under Sellers' 401(k) plan, in respect of each employee or former employee of Sellers, including Transferred Employees, or any of their Affiliates (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 Except as expressly set forth herein or unless included as an Assumed Contract, no assets of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any Buyer or any of its Affiliates or to any plan of any Buyer or any of its Affiliates. Buyers Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements 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 fully vested as 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 8.3.2 With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 on or 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 on or prior to the Closing Date; provided, including proportional accruals through however, that Buyer shall assume the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through obligation to provide accrued vacation time to the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policiesTransferred Employees. (c) 8.3.3 With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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, time (if any) that, in the case of a Transferred Employee, such Person resumes begins full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Buyer or one of their its Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees under the Seller Employee Plans and Benefit PlansArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any Buyer or any of its Affiliates or to any plan of any Buyer or any of its Affiliates. Buyers With respect to Seller's 401(k) Plan, Seller shall amend the 401(k) Plan to provide that Transferred Employees shall be responsible for entitled to a pro rata portion, based on the number of days of the current Plan year that occur before and including the Closing Date, of 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 contribution to the multiemployer plans set forth on SCHEDULE 7.2(b)401(k) Plan by Seller in respect of the current Plan year of the 401(k) Plan. Sellers Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall continue to make the required contributions to such multiemployer plans through be fully vested as of the Closing Date. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets retain (i) all liabilities and obligations arising under any group life, accident, medical, dental 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 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 from January 1, 2002 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 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 or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Buyer or one of their its Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. A-44 (a) Sellers Seller shall retain all obligations and liabilities under the Seller Benefit Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations Liabilities in respect of claims made and benefits incurred accrued as of and including the Closing Transferred Employee Hire Date by Transferred Employees under the Seller Benefit Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability Liability with respect thereto. No assets of any Seller Benefit Employee 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 , except that at the request of a Transferred Employee, and to the extent permitted by applicable law or regulation, Seller will perform and undertake all acts as may be necessary to rollover or otherwise transfer the vested interests of such Transferred Employee in any qualified or non-qualified pension or Section 401(k) plans of Seller to a defined contribution plan established by Buyer ("BUYER'S DC PLAN") or to an individual retirement account designated by such Transferred Employee, PROVIDED, HOWEVER, that any direct rollover to the Buyer's DC Plan will be subject to the policies and procedures of Buyer with respect to direct rollovers generally except that to the extent that a Transferred Employee transfers a loan obligation to Buyer's DC Plan, Buyer's DC Plan shall be responsible for any multiemployer plan withdrawal liability that may arise in connection with the transactions contemplated by this Agreement continue to accept repayments of such loan amounts and shall otherwise administer such loans in accordance with Title IV their terms and ERISA until such loan amounts are repaid or are foreclosed upon. Accrued benefits or account balances of ERISA with respect to Transferred Employees under the multiemployer plans set forth on SCHEDULE 7.2(b). Sellers Employee Plans shall continue to make be fully vested as of the required contributions to such multiemployer plans through the Closing Transferred Employee Hire Date. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retainbe liable for and obligated to pay and indemnify and hold Buyer and its Affiliates harmless from any and all expenses, except to the extent reflected on the Closing Date Balance Sheets contracts, agreements, commitments, obligations, claims, suits, and other Liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed of contingent or arising hereafter, directly or indirectly (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 Liability relates to contributions or premiums accrued (whether or not payable), or to claims incurred (whether or not reported), on or prior to the Closing Transferred Employee Hire Date, (ii) all liabilities and obligations arising under any worker's compensation arrangement to the extent such liability or obligation Liability relates to the any period prior to the Closing Transferred Employee Hire Date, including liability 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 Liability relates to the period prior to the Closing Transferred Employee Hire Date, including proportional accruals through and (iv) severance obligations, if any, due a Transferred Employee or any employee of Seller as a result of or in connection with the Closing Date and including, without limitation, liabilities and obligations in respect of accruals through the Closing Date transactions contemplated by this Agreement under any bonus severance plan of Seller or arrangementany of its Affiliates; PROVIDED, any vacation plans, arrangements and policies. (c) With that the foregoing shall not alter Buyer's obligations with respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues Assumed Vacation Liabilities as provided in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers Section 2.3(c). Seller shall be responsible for claims any COBRA coverage and expenses incurred both before and after the Closing Date in connection coverage continuation notices required to be provided 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses employees and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Dateformer employees terminated by Seller, and Buyers or one of their Affiliates Buyer shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for matters with respect to any Transferred Employees terminated by Buyer after the period subsequent to the Closing Transferred Employee Hire Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) The Sellers shall retain all obligations and liabilities under liabilities, including ail obligations in connection with continuation of group health coverage required pursuant to Section 4980B of the Seller Benefit Plans Code or Section 601, et seq., of ERISA, in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred EmployeeEmployee ("COBRA Obligations"). Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees under its employee benefit and compensatory plans and arrangements (including without limitation the Seller Benefit Employee Plans), and neither the Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Benefit Plan such plan or arrangement shall be transferred to any the Buyer or any of its Affiliates or to any plan of any the Buyer or any of its Affiliates. Buyers Accrued benefits or account balances of Transferred Employees under any retirement or deferred compensation plan of the Sellers or any of their Affiliates 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 fully vested as 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 AgreementWithout limiting Section 9.04(a), with respect to the Transferred Employees (including any beneficiary or dependent thereof), the Sellers shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 period, (iii) all liabilities and obligations arising under any "sticking" or "stay" bonus or severance or similar plan or arrangement, and (iv) subject to Section 9.04(c), all other liabilities and obligations arising under the employee benefit and compensatory plans and arrangements of the Sellers and any of their Affiliates (including without limitation the Employee Plans and the Benefit Arrangements Plans), 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) On or prior to the Closing Date, the Sellers shall make any payments necessary to ensure the accuracy of Section 9.02(g) above. (d) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, the Sellers shall be responsible (either directly or through the purchase of insurance) 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 Arrangementan Employee Plan, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers the Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. For the avoidance of doubt, the foregoing provisions are not intended to impose on the Sellers obligations or liabilities except to the extent required under the terms of any benefit plan or arrangement maintained by the Sellers or their Affiliates. (e) With respect to any Benefit Arrangements covering medical expenses and other costs relating the COBRA Obligations retained by the Sellers pursuant to pregnancies and maternity leavethe first sentence of Section 9.04(a), the Sellers shall be responsible for jointly and severally indemnify the Buyer, against any and all claims Damages (whether or not reportedas defined in Section 11. 02) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans arising out of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired SubsidiariesSellers' failure to satisfy such COBRA Obligations.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities under the Employee Plans and any other benefit plan or arrangement of Seller Benefit Plans or its affiliate in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued by Transferred Employees under the Employee Plans and any other benefit plan or arrangement of Seller or its affiliate, and neither Buyer nor any of its affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its affiliates or to any plan of Buyer or any of its affiliates. Seller shall take all actions necessary (including any necessary plan amendments) to cause accrued benefits or account balances of Transferred Employees under the Seller 401(k) Plans to be fully vested as of the Closing Date, and to provide that Transferred Employees shall be entitled to the full benefit of any matching contribution under the Seller 401(k) Plans for the plan year that includes the Closing Date (the "CLOSING PLAN YEAR") attributable to amounts actually deferred prior to the Closing Date by Transferred Employees under the Seller Benefit Plans401(k) Plans during the Closing Plan Year, to the extent consistent with the governing plan documents and neither Buyer nor the past practice of Seller, excluding: (i) any discretionary matching contribution determined after the Closing Date; and (ii) any nondiscretionary matching contribution the allocation of its Affiliates shall have any liability with respect thereto. No assets which to a participant's account is conditioned on such participant's being employed at the end of any the Closing Plan Year. (b) In the event that 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 reasonably determines that may arise in connection with the transactions contemplated by this Agreement constitute an event described in Section 401(k)(10)(A)(ii) of the Code, Seller shall take all actions necessary: (i) to permit Transferred Employees to elect to take distributions (subject to applicable law) of their accounts thereunder in accordance with Title IV the terms 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. plans; and (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 insuredii) to the extent that such liability or obligation relates Transferred Employees so elect, to contributions or premiums accrued roll over the amounts received from the Seller 401(k) Plans (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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 permissible under applicable law, any outstanding loans) to an individual retirement account or to one or more defined contribution retirement plans qualified under Section 401(a) of the Code and expenses are covered maintained by a Benefit Arrangement, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers Buyer or one of their Affiliates andits affiliates (the "BUYER 401(k) PLANS"). Buyer shall cause the Buyer 401(k) Plans to accept such rollovers, PROVIDED Buyer receives evidence reasonably acceptable to it that the Seller 401(k) Plans are qualified under the applicable provisions of the Code. In the event that Buyer and Seller reasonably determine that the transactions contemplated by this Agreement do not constitute an event described in Section 401(k)(10)(A)(ii) of the Code, then as soon as practical following receipt by Buyer and Seller of favorable determination letters or Buyer's certification to Seller, and Seller's certification to Buyer, in a manner reasonably acceptable to both Seller and Buyer, that Buyer's 401(k) Plans and Seller's 401(k) Plans are qualified under the case applicable provisions of the Code, Seller shall cause the trustee of Seller's 401(k) Plans to transfer, solely in the form of cash or notes representing outstanding participant loans, assets representing the full account balances of the Transferred Employees, together with the appropriate net investment return (including unrealized appreciation or depreciation) thereon, reduced by any beneficiary necessary benefit or dependent withdrawal payments made in respect of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period Employees prior to and ending on the Closing Dateactual date of transfer, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions trustee of Sections 7.5(aBuyer's 401(k), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities under the Seller Benefit Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees under the Seller Benefit Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Benefit Employee 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 Accrued benefits or account balances of Transferred Employees under the Employee Plans 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 fully vested as 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 With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 ’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 ’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, 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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 Arrangementan Employee Plan, until such time, time (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's ’s hospitalization has terminated. With respect to any Benefit Arrangements Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Buyer or one of their its Affiliates shall be responsible for such benefit arrangements Employee Plans covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers shall retain all obligations and liabilities under the Seller Benefit Plans employee benefit plans and benefit arrangements 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 Scotts or one of its designated Affiliate affiliates shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees under the Seller Benefit PlansScotts' employee benefit plans and benefit arrangements, and neither Buyer Andersons nor any of its Affiliates affiliates shall have any liability with respect thereto. No assets of any Seller Benefit Plan of Sellers' employee benefit plans or benefit arrangements shall be transferred to any Buyer either Andersons or any of its Affiliates affiliates or to any plan of any Buyer either Andersons 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 Dateaffiliates. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with 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 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 Scotts' employee benefit plans and the Benefit Arrangements 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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement Scotts' benefit plan on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 ArrangementScotts' benefit plans or arrangements, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers either Andersons or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Dateits affiliates. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all ------------------------------- obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees under the Seller Employee Plans and Benefit PlansArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any Buyer or any of its Affiliates or to any plan of any Buyer or any of its Affiliates. Buyers Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements 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 fully vested as 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 With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 xxxxxxx'x 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 from May 31, 1997 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, and 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 or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Buyer or one of their its Affiliates shall be responsible for such benefit arrangements Benefit Arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements 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 With respect to the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 xxxxxxx'x 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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability covered under any Benefit Arrangement or Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 ArrangementArrangement Employee Plan, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers Buyer or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements Employee Plan covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoingSeller shall be responsible, the provisions and Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Buyer shall cover each Transferred Employee with medical insurance substantially similar to that provided to other like employees of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired SubsidiariesBuyer.

Seller’s Employee Benefit Plans. (a) Sellers Except for the Assumed Employee Liabilities or as otherwise expressly reflected as a Liability in the Final Working Capital, Seller shall retain all obligations and liabilities Liabilities under the Seller Benefit Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Retained Employee. Except for the Assumed Employee Liabilities and the employee related Liabilities reflected in the Final Working Capital, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations Liabilities in respect of benefits incurred accrued as of the Closing Date by Transferred Retained Employees under the Seller Benefit Employee Plans, and neither Buyer Purchaser nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Benefit Employee Plan shall be transferred to any Buyer Purchaser or any of its Affiliates or to any plan of any Buyer Purchaser or any of its Affiliates. Buyers Accrued benefits or account balances of Retained Employees under the Employee Plans 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 fully vested as 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. Purchaser shall not assume any Seller equity awards. Purchaser shall assume the liability to provide continuation coverage pursuant to Section 4980B of the Code from and after the Closing Date to Active Employees identified in Schedule 7.1(a) hereto who are eligible for continuation coverage benefits. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to the Transferred Retained Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to for the extent Assumed Employee Liabilities and the employee related Liabilities reflected on in the Closing Date Balance Sheets Final Working Capital, (i) all liabilities and obligations Liabilities 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 Liabilities arising under any worker's ’s compensation arrangement to the extent such liability or obligation Liability relates to the period prior to the Closing Date, including liability Liability for any retroactive worker's ’s compensation premiums attributable to such period and (iii) all other liabilities and obligations Liabilities arising under the Employee Plans and the Benefit Arrangements to the extent any such liability or obligation Liability relates to the period prior to the Closing Date. With respect to any Retained Employees, including proportional accruals through Purchaser shall assume all accrued and unpaid vacation time to the Closing Date and including, without limitation, liabilities and obligations extent set forth in respect of accruals through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policiesFinal Working Capital. (c) With respect to any Transferred Retained Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-short term disability under any Benefit Arrangement Employee Plan on or prior to the Closing Date and continues in a hospital or on short-term disability or long-short term disability after the Closing Date, Sellers 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 Arrangementan Employee Plan, until such time, time (if any) that, in the case of a Transferred Retained Employee, such Person resumes full-full time employment with Buyers Purchaser or one of their its Affiliates and, in the case of any beneficiary or dependent of a Transferred Retained Employee, such Person's ’s hospitalization has terminated. With respect to any Benefit Arrangements Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers Purchaser or one of their its Affiliates shall be responsible for such benefit arrangements covering expenses and costs relating to such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Except as may be set forth in Section 9.07, Seller shall retain all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a US Transferred Employee. Except as expressly set forth in this Article 9, 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 US Transferred Employees under the Seller Employee Plans and Benefit PlansArrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as set forth in Section 9.07, no assets or liabilities of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any to, or assumed by, 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 as may be provided under Section 9.07, Seller’s plans shall be responsible 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 expenses covered by Seller’s welfare benefit plans that such liability or obligation relates to contributions or premiums accrued (whether or not payable), or to claims were incurred (whether or not reported), on or prior to the Closing Date, (iiregardless of whether payments are made after Closing. For purposes of this Section 9.03(b) all liabilities and obligations arising under of Section 9.04(a), a claim shall be “incurred” when the relevant service is provided or item is purchased; provided, however, that with respect to any worker's compensation arrangement to US Transferred Employee hospitalized on the extent such liability or obligation relates to the period day prior to the Closing Date, including liability Seller shall be responsible under its health and welfare plans for all covered charges related to that hospital stay to the extent such charges are incurred on or prior to the date of such Employee’s discharge. As of the Closing, any retroactive worker's compensation premiums attributable US Offered Employee who is receiving benefits under Seller’s short-term disability program shall be deemed to be an employee of Seller until such period time as such employee is no longer eligible for Seller’s short-term disability program. If at such time the employee is eligible and has qualified for long-term disability benefits or disability retirement, the employee shall receive such benefits under Seller’s long-term disability program or pension plan pursuant to the terms thereof. (c) Except as provided in Section 9.07, Seller will remain responsible for (i) all benefits payable to employees of Seller who, as of the close of business on the day immediately preceding the Closing Date, were determined to be totally and permanently disabled in accordance with the applicable provisions of Seller’s health, accident, sickness, salary continuation or short-term or long-term disability benefit plans or programs and (ii) all benefits payable to Seller’s employees who as of the close of business on the Business Day immediately preceding the Closing Date, were receiving short-term disability benefits in accordance with the applicable provisions of Seller’s short-term disability benefit plans or programs whether or not such employees were eligible for long-term disability benefits; and (iii) all other liabilities and obligations arising under benefits payable to Seller’s employees who, as of the Employee Plans and close of business on the Benefit Arrangements to the extent any such liability or obligation relates to the period prior to Business Day immediately preceding the Closing Date, including proportional accruals through the Closing Date and including, without limitation, liabilities and obligations were on any type of leave other than vacation leave. (d) Seller shall use its best efforts to cause all US Transferred Employees to be vested in respect of accruals all benefits accrued through the Closing Date under any bonus plan or arrangement, any vacation plans, arrangements and policies. (cSeller’s Employee Plans that are intended to qualify under Section 401(a) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired SubsidiariesCode.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities under the Seller Benefit Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Hired Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Hired Employees under the Seller Benefit Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Seller Benefit Employee 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 Accrued benefits or account balances of Hired Employees under the Employee Plans 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 fully vested as 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 With respect to the Transferred Hired Employees (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets (i) retain 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, including 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 or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain all obligations and liabilities, including obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements, in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, including, without limitation, the St. Louis Employees. Seller or its designated Affiliate shall retain all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date (or, if later, the date active employment with Purchaser begins) by Transferred Employees Employees, including obligations and liabilities under the Seller Employee Plans and Benefit PlansArrangements, 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 as (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 DateDate (or, if later, the date active employment with Purchaser begins) and (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 DateDate (or, if later, the date active employment with Purchaser begins), including liability for any retroactive worker's compensation premiums attributable to such period period, and (iii) all other liabilities and obligations arising under neither Purchaser nor any of its affiliates shall have any liability with respect thereto. Notwithstanding 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 (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Personforegoing, to the extent that such claims Purchaser assumes liabilities and expenses are covered by a Benefit Arrangementobligations under Seller's incentive plans, until such time, (if any) that, in the case of a Transferred Employee, such Person resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.reimburse

Seller’s Employee Benefit Plans. (a) Sellers Seller shall retain retain, perform and pay all obligations and liabilities under the Seller Employee Plans and Benefit Plans Arrangements in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee, including, without limitation, the St. Louis Employeesthereof of Seller). Seller or its designated Affiliate shall retain retain, perform and pay all liabilities and obligations in respect of benefits incurred accrued as of the Closing Date by Transferred Employees or for Hired Parties under the Seller Employee Plans and Benefit PlansArrangements or otherwise, and neither Buyer nor any of its Affiliates shall not have any liability with respect thereto. No assets of any Seller Employee Plan or Benefit Plan Arrangement shall be transferred to any Buyer or any of its Affiliates or to any plan of Buyer, without the written consent of Buyer. However, with respect to Seller's 401(k) retirement plan, Seller shall cooperate and assist any Hired Party who so requests, in making a direct rollover of the Hired Party's vested account balance to Buyer's 401(k) plan as soon as practicable after the Closing Date. Buyer or shall cooperate with Seller and any Hired Party 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 Affiliates. Buyers shall be responsible for any multiemployer plan withdrawal liability that may arise own expenses 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 Datedirect rollover. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to the Transferred Employees Hired Parties (including any beneficiary or dependent thereof), Sellers Seller shall retain, except to the extent reflected on the Closing Date Balance Sheets 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 on or prior to the Closing Date, including liability for any retroactive worker's compensation workxxx'x xxxpensation 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 policiesArrangements. (c) With respect to any Transferred Employee Hired Party (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any of Seller's Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers Seller shall be responsible for all claims (whether or not reported) and expenses incurred by any Hired Party during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding Seller shall provide or shall cause Paychex Business Solutions to provide all notices and any continuation of health benefit coverage required to be provided to any of Seller's employees, former employees, or the foregoingbeneficiaries or dependents of such employees or former employees, under Section 4980B of the Code (herein collectively referred to as "COBRA"), to the extent such notices and continuation of health benefit coverage are required to be provided by reason of events occurring prior to or on the Closing Date or by reason of the transactions contemplated by this Agreement. Seller shall continue the health coverage required by COBRA and the provisions of Sections 7.5(a), (bthis Agreement irrespective of the elimination of any health benefit plan of Seller. Seller shall promptly notify Buyer of the elimination of any health benefit plan of Seller prior to the end of the maximum coverage period described in Section 4980B(f)(2)(1)(B) and (c) shall not apply provide Buyer with evidence, to the Seller Benefit Plans satisfaction of the Acquired Subsidiaries. Buyers shall assume all liabilitiesBuyer, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiariescontinuing compliance with this Section 7.04(d).

Seller’s Employee Benefit Plans. (a) Sellers Seller and/or Parent shall retain all obligations and liabilities under the Seller Compensation and Benefit Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a ), including any Transferred Employee, including, without limitation, the St. Louis Employees. Seller Except as expressly set forth herein, Seller, Parent 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 Compensation and Benefit Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No Except as expressly set forth herein, no assets of any Seller Compensation and 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 Accrued benefits or account balances, if any, of Transferred Employees under the Compensation and Benefit Plans 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 fully vested, to the multiemployer plans set forth on SCHEDULE 7.2(b). Sellers shall continue to make the required contributions to extent permitted under such multiemployer plans through Compensation and Benefit Plan, as of the Closing Date. (b) Except for any liabilities and obligations arising under any Assumed Collective Bargaining Agreement, with With respect to each employee or former employee of Seller or Parent, including the Transferred Employees (including any beneficiary or dependent thereof), Sellers Seller or Parent, as applicable, shall retain, except to the extent reflected on the Closing Date Balance Sheets retain (i) all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement or policy (whether or not insured) to the extent that such liability or obligation relates to vacation pay, sick leave or other 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 workers’ compensation arrangement of Seller or Parent; provided, that to the extent such liability or obligation relates to Transferred Employees, Seller or Parent shall only be liable with respect to the period prior to the Closing Date, including liability for any retroactive worker's workers’ compensation premiums attributable to such period period, and (iii) all other liabilities and obligations arising under the Employee Plans Compensation 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 policiesPlans. (c) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or long-term disability under any Benefit Arrangement on or prior to the Closing Date and continues in a hospital or on short-term disability or long-term disability after the Closing Date, Sellers 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 resumes full-time employment with Buyers or one of their Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such Person's hospitalization has terminated. With respect to any Benefit Arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Sellers shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Buyers or one of their Affiliates shall be responsible for such benefit arrangements covering such pregnancies and maternity leave for the period subsequent to the Closing Date. (d) Notwithstanding the foregoing, the provisions of Sections 7.5(a), (b) and (c) shall not apply to the Seller Benefit Plans of the Acquired Subsidiaries. Buyers shall assume all liabilities, obligations and assets of the Seller Benefit Plans of the Acquired Subsidiaries.