Seller’s Obligations with Respect to Seller Employees. Effective as of the Closing Date, Seller will take all necessary actions to terminate the employment of each Selected Employee. Seller shall retain all Liability with respect to (a) any Excluded Liability, (b) any Liability with respect to any Seller employee arising prior to Closing, including Liability arising under WARN, COBRA or any other Law, or (c) any Liability with respect to any Seller employee other than a Hired Employee arising from and after Closing, including Liability arising under WARN or any other Law other than Liability arising under COBRA. Without limiting the foregoing, Seller will timely pay all Hired Employees wages and benefits under any Employee Benefit Plan maintained by Seller that are due and payable prior to or in connection with the Closing, and Buyer will timely pay all Hired Employees wages and benefits that become due and payable under any Employee Benefit Plan maintained by Buyer from and after the Closing.
