SELLER'S RETENTION OF LIABILITY Sample Clauses

SELLER'S RETENTION OF LIABILITY. Effective as of the Closing, Seller shall take all such action as may be necessary to cause all Transferred Employees to cease to participate in all Benefit Plans and Benefit Arrangements, and Buyer shall neither adopt nor become a sponsoring employer of, nor have any obligations, duties or Liabilities under or with respect to such Benefit Plans and/or Benefit Arrangements. Seller shall be solely responsible for any and all Liabilities which have arisen or may arise in connection with any Benefit Plan and/or Benefit Arrangements (including, but not limited to, (i) Liabilities arising from income or excise tax assessments, participant benefit claims, fiduciary conduct, or under ERISA or the Code, (ii) Liabilities under the commission and bonus plans described in Schedule 3.17(a) hereof) and (iii) any and all Liabilities which have arisen or may arise in any way from the employment, compensation or benefits of any Employee or former employee of Seller or any Affiliate, including but not limited to the Transferred Employees, or the termination thereof, including, without limitation, any liability or obligation arising out of or relating to any act or omission by Seller or any Affiliate, any violation of or non-compliance with or obligation arising under any applicable law respecting employment, compensation or benefits, and any and all costs, Liabilities and obligations for severance pay (whether or not triggered by virtue of the transactions contemplated by this Agreement), accrued vacation pay, sick pay, health and medical claims and requests for reimbursements, and similar and other benefits, relating to any period of employment with Seller or any Affiliate, whether arising as a matter of Contract, Law or otherwise. Seller agrees to comply with the Worker Adjustment Notification and Retraining Act, 29 U.S.C. 2101 ET SEQ. to the extent required with respect to the Employees.

SELLER'S RETENTION OF LIABILITY. Purchaser shall not assume any liabilities which have arisen or may arise in connection with any Benefit Plan or liabilities which have arisen or may arise in any way from the employment, compensation or benefits of any employee or former employee of Seller or any Affiliate, including but not limited to the Transferred Employees, attributable to the period prior to the Closing, or the termination of such employment. Without limiting the scope of the foregoing, Seller shall be responsible for (i) all medical claims incurred by the Transferred Employees on or prior to the Closing under Seller's group health plan, (ii) claims relating to COBRA coverage attributable to "qualifying events" occurring on or prior to the Closing Date with respect to any Transferred Employee, (iii) claims relating to the provision of health or COBRA benefits to or on behalf of any Employee or former Employee who is not a Transferred Employee, regardless of when incurred, and (iv) all accrued and unused vacation and sick leave for all Transferred Employees as of the Closing, payment for which shall be made by Seller if required under Seller's policies. Purchaser shall be responsible for all medical claims incurred by the Transferred Employees after the Closing Date under Purchaser's group health plan. For purposes of the foregoing, a medical claim shall be considered incurred when the services or supplies for a given condition are provided, and not when the condition arose; provided that claims relating to hospital confinements that commence on or prior to the Closing Date but continue thereafter shall be treated as incurred on or prior to the Closing Date.