definiens: ) under each of such Sellers'or its Affiliates ' compensation plans, ( as defined inSection 3(3 ) of ERISA ) and stock, incentive and bonus plans ( collectively, ) . Buyer shall not at any time assume any Liability under any ofSellers ' Benefit Plans for the payment of any benefits to any active or anyterminated, vested or retired participants ( or any of their beneficiaries ) inany of the Benefit Plans . Buyer assumes no obligation to continue or assume anyBenefit Plans or Liabilities of Seller under any Benefit Plans . With respect toany Applicable Employee ( and any dependent or beneficiary of any such ApplicableEmployee ), Sellers shall retain all liabilities and obligations accruing to thedate of the Applicable Employee 's separation from Sellers arising under anygroup life, accident, medical, dental or disability plan or similar arrangement(whether or not insured ) and any other ( asdefined in Section 3(1 ) of ERISA ) ( collectively, ) maintained forthe benefit of Sellers ' employees and their dependents and other beneficiariesunder each such plan or similar arrangement, and such liabilities andobligations shall constitute Excluded Liabilities . Buyer shall be responsibleonly for liabilities and obligations with respect to claims incurred by anyApplicable Employee ( and any independent beneficiary of any such ApplicableEmployee ) on or after the Closing Date which are covered under any life, accident, medical or dental plan or similar arrangement ( whether or not insured)established or made available by Buyer for the benefit of Applicable Employeesand their dependents and beneficiaries on or after the Closing Date . Sellersshall retain any obligation for payment during the period ending on the date ofseparation of the Applicable Employee 's -40-<PAGE > separation from Sellers of long or short - term disability claims arising fromdisabilities of Applicable Employees that occurred prior to the Closing Date