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

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 Closing Date. (d) Seller shall be responsible, and Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Seller shall be responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code, to provide continuation coverage and notice of such coverage to employees of the System and their eligible dependents who suffer a "qualifying event" on or prior to the Closing Date. Such continuation coverage shall be identical to the coverage provided to Seller's employees and their eligible dependents immediately prior to the Closing Date. Seller will provide such coverage through: (i) the maintenance of their existing group health insurance contracts; (ii) the conversion of group coverage to individual policies; (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination of the above; provided, however, that the cost charged to such employee and their eligible dependents for that coverage shall not exeed the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller immediately prior to the Closing Date. To the extent that the cost of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISA.

Seller’s Employee Benefit Plans. (a) Seller shall retain ------------------------------- all obligations and liabilities under the Employee Plans and Benefit Arrangements. Accrued benefits Arrangements in respect of each current or account balances of Transferred Employees under the Seller's Employee Plans and Benefit Arrangements shall be fully vested as former member of the Closing Date. (b) With respect to the Transferred Employees Dedicated Staff (including any beneficiary or dependent thereof). Except as expressly set forth in Section 2.03 and this Article 9, Seller or its designated Subsidiary 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 Relevant Employees under the Employee Plans and Benefit Arrangements, and neither Buyer nor any of its Subsidiaries shall have any liability with respect thereto. No assets or liabilities of any Employee Plan or Benefit Arrangement shall be transferred to, or assumed by, Buyer or any of its Subsidiaries or to any plan of Buyer or any of its Subsidiaries. (b) Seller’s plans shall be responsible for medical expenses covered by Seller’s welfare benefit plans; provided that such expenses were incurred prior to the Closing Date regardless of whether payments are made after Closing. As of the Closing, any member of the Dedicated Staff who is receiving benefits under Seller’s short-term disability program shall be deemed to be an employee of Seller until such time as such employee is no longer eligible for Seller’s short-term disability program. If at such time the employee is eligible for long-term disability benefits or disability retirement, the employee shall receive such benefits under Seller’s long-term disability program or pension plan. (c) Seller shall vest all Relevant Employees in 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 under any Benefit Arrangement on or prior to of 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 Closing DateCode. (d) Seller shall be responsible, and Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Seller shall be will remain responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B (i) all benefits payable to members of the CodeDedicated Staff who, to provide continuation coverage and notice of such coverage to employees as of the System and their eligible dependents who suffer a "qualifying event" close of business on or prior to the day immediately preceding the Closing Date. Such continuation coverage shall , were determined to be identical 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 members of the coverage provided to Seller's employees and their eligible dependents Dedicated Staff, who as of the close of business on the business day immediately prior to preceding the Closing Date. Seller will provide such coverage through: (i) , were receiving short-term disability benefits in accordance with the maintenance applicable provisions of their existing group health insurance contractsSeller’s short-term disability benefit- plans or programs; (ii) the conversion of group coverage to individual policies; and (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination all benefits payable to members of the above; providedDedicated Staff who, however, that as of the cost charged to such employee and their eligible dependents for that coverage shall not exeed close of business on the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller business day immediately prior to preceding the Closing Date. To the extent that the cost , were on any type of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISAleave other than vacation leave.

Seller’s Employee Benefit Plans. (a) Seller shall retain ------------------------------- all obligations and liabilities Liabilities under the Employee Plans and Benefit ArrangementsArrangements in respect of each employee or former employee (including any beneficiary thereof), including any Key Employee. No assets of any Employee Plan or Benefit Arrangement shall be Key to Buyer or any of their Affiliates or to any plan of Buyer or any of their Affiliates. With respect to Seller's qualified pension plans, Seller shall amend such plans to provide that Key Employees shall be 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 contribution to the qualified retirement plans by Seller in respect of the current plan year. 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.or (b) With respect to the Transferred Key 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 Liabilities and obligations arising under the Employee Plans and the Benefit Arrangements to the extent any that such liability Liabilities or obligation relates obligations relate to the period on or 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 Key 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. (d) 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 Key Employee, and Seller shall continue to provide COBRA coverage for the maximum period required by law to any former employee (or beneficiary) who is receiving COBRA coverage as of the Closing. Seller shall promptly notify Buyer if it ceases to provide any group coverage to any of its employees. (e) For purposes of Seller's defined contribution plans (including any 401(k) Plan), Seller shall cooperate and assist any Key Employee who so requests, as soon as practicable after the Closing Date, to the extent that such claims and expenses are covered by elect a Benefit Arrangement, until such time, (if any) that, in the case direct rollover of a Transferred Employee, such Person commences full-time employment with his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates and, in may require evidence satisfactory to the case of any beneficiary or dependent of a Transferred Employee, such PersonBuyer that the Seller'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 reportedplan(s) is/are qualified under Code Section 401(a) and expenses incurred during that the period prior to and ending on the Closing Date. (d) Seller shall be responsible, and Buyer shall have no responsibility, Key Employee's rollover qualifies for all severance obligations to all employees who do not become Transferred Employees. (e) Seller shall be responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B a direct rollover treatment. Each of the Code, to provide continuation coverage and notice parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of such coverage to employees of the System and their eligible dependents who suffer a "qualifying event" on its Affiliates shall assume any obligations or prior Liabilities under or attributable to the Closing Date. Such continuation coverage shall 401(k) Plan, the same to be identical to the coverage provided to retained by Seller's employees and their eligible dependents immediately prior to the Closing Date. Seller will provide such coverage through: (i) the maintenance of their existing group health insurance contracts; (ii) the conversion of group coverage to individual policies; (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination of the above; provided, however, that the cost charged to such employee and their eligible dependents for that coverage shall not exeed the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller immediately prior to the Closing Date. To the extent that the cost of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISA.

Seller’s Employee Benefit Plans. (a) Seller shall retain ------------------------------- all obligations and liabilities under the Employee Plans and Benefit ArrangementsArrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. 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. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be 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 contribution to the 401(k) Plan by Sellers in respect of the current plan year. 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 For purposes of Seller's defined contribution plans (including any 401(k) Plan), Sellers shall treat 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 as having been terminated. As soon as practicable after the Closing Datenext valuation date under such plan, Seller Sellers shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, permit each Transferred Employees to the extent that such claims and expenses are covered by elect a Benefit Arrangement, until such time, (if any) that, in the case direct rollover of a Transferred Employee, such Person commences full-time employment with his account balance to Buyer's defined contribution plan. Buyer or one of its Affiliates andmay require evidence satisfactory to the Buyer that the Sellers' plan(s) is/are qualified under Code Section 401(a) and that the Transferred Employee's rollover qualifies for a direct rollover treatment. Each of the parties shall pay its own expenses in connection with such rollovers. Neither Buyer nor any of its Affiliates shall assume any obligations or liabilities under or attributable to the 401(k) Plan, in the case same to be retained by Seller. (c) Sellers shall treat all employees (and their beneficiaries) who terminate employment with Sellers as a result of any beneficiary or dependent this sale (regardless of whether the employee becomes a Transferred Employee, such Person's hospitalization has terminated. Notwithstanding ) as "Qualified Beneficiaries" entitled to continuation health coverage as described in Section 4980B of the foregoing, with respect Code and shall continue to provide COBRA Coverage for the maximum period required by law to any medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims former employee (whether or not reportedbeneficiary) and expenses incurred during the period prior to and ending who is receiving COBRA Coverage on the Closing Date. (d) Seller . Sellers shall be responsible, and notify Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Seller shall be responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code, promptly if it ceases to provide continuation coverage and notice of such any group health coverage to employees any of the System and their eligible dependents who suffer a "qualifying event" on or prior to the Closing Date. Such continuation coverage shall be identical to the coverage provided to Seller's employees and their eligible dependents immediately prior to the Closing Date. Seller will provide such coverage through: (i) the maintenance of their existing group health insurance contracts; (ii) the conversion of group coverage to individual policies; (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination of the above; provided, however, that the cost charged to such employee and their eligible dependents for that coverage shall not exeed the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller immediately prior to the Closing Date. To the extent that the cost of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISAits employees.

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 any employee benefit plan or health insurance plan 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 workers 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 any employee benefit plan or health insurance plan to the extent any such liability or obligation relates to the period prior to the Closing Date, Date 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 under any Benefit Arrangement employee benefit plan or health insurance plan 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 Arrangementany employee benefit plan or health insurance plan, until such time, (if any) that, in the case of a Transferred Employee, such Person commences full-time resumes fulltime 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 With respect to any employee benefit plan or health insurance plan covering 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 Closing Date. (d) Seller shall be responsible, and Buyer shall have no responsibility, for all severance obligations to all employees who do not become Transferred Employees. (e) Seller or one of its Affiliates shall be responsible for satisfying obligations under Part 6 of Subtitle B of Title I of ERISA such employee benefit plan or health insurance plan covering such pregnancies and Section 4980B of maternity leave for the Code, to provide continuation coverage and notice of such coverage to employees of the System and their eligible dependents who suffer a "qualifying event" on or prior period subsequent to the Closing Date. Such continuation coverage shall be identical to the coverage provided to Seller's employees and their eligible dependents immediately prior to the Closing Date. Seller will provide such coverage through: (i) the maintenance of their existing group health insurance contracts; (ii) the conversion of group coverage to individual policies; (iii) other available commercial insurance arrangements; (iv) an arrangement funded by the general assets of Seller; or (v) any combination of the above; provided, however, that the cost charged to such employee and their eligible dependents for that coverage shall not exeed the "applicable premium" (as that term is defined in Section 604 of ERISA) that would have been charged for COBRA continuation coverage by Seller immediately prior to the Closing Date. To the extent that the cost of providing such coverage exceeds that applicable premium, Seller shall bear any additional cost. Seller's obligations pursuant to this paragraph shall continue for the full continuation period set forth in Section 602(2)(A) of ERISA, without regard to the application of Section 602(2)(B) of ERISA.