SUCH POLICIES.
FOR THE AVOIDANCE OF DOUBT, SELLER
SHALL BE RESPONSIBLE FOR BUSINESS EMPLOYEES AND FORMER EMPLOYEES WHO ARE
RECEIVING LONG-TERM DISABILITY BENEFITS.
(I)
CREDITED SERVICE.
WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN,
POLICY OR PRACTICE, INCLUDING SEVERANCE, VACATION AND PAID TIME-OFF PLANS,
POLICIES OR PRACTICES, SPONSORED OR MAINTAINED BY PURCHASER OR ITS AFFILIATES,
PURCHASER SHALL RECOGNIZE, FOR ALL TRANSFERRED
46
Employees from and after the Closing Date, credit for all service with the Asset
Selling Entities, the Conveyed Entities and their respective predecessors, prior
to the Closing Date for all purposes (including eligibility to participate,
vesting credit, eligibility to commence benefits, benefit accrual, early
retirement subsidies and severance).
(J)
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT SHALL INURE
EXCLUSIVELY TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, EXECUTORS AND LEGAL REPRESENTATIVES.
WITHOUT
LIMITING THE GENERALITY OF SECTION 11.6, NOTHING IN THIS SECTION 5.5(J), EXPRESS
OR IMPLIED, IS INTENDED TO CONSTITUTE AN AMENDMENT TO ANY BENEFIT PLAN OR CONFER
ON ANY PERSON OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF
THIS AGREEMENT.
SECTION 5.6
EU BUSINESS EMPLOYEES.
(A) TRANSFER VIA TRANSFER REGULATIONS.
WITH RESPECT TO ANY EU BUSINESS
EMPLOYEES WHO ARE NOT EMPLOYED BY CONVEYED ENTITIES, THE PARTIES AGREE THAT THE
PURCHASE OF THE BUSINESS OF ANY EU ASSET SELLING ENTITY PURSUANT TO THIS
AGREEMENT WILL CONSTITUTE A "RELEVANT TRANSFER" FOR THE PURPOSES OF THE TRANSFER
REGULATIONS AND ANY APPLICABLE LAWS, AND ACCORDINGLY, PURCHASER OR ANY RELEVANT
AFFILIATE OF PURCHASER SHALL EMPLOY EACH SUCH EU BUSINESS EMPLOYEE WITH EFFECT
FROM THE CLOSING DATE, AS PROVIDED IN THE TRANSFER REGULATIONS OR ANY APPLICABLE
LAWS.
NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO SUCH EU BUSINESS
EMPLOYEES, SUCH TRANSFER SHALL BE ON TERMS AND CONDITIONS OF EMPLOYMENT THAT ARE
NOT LESS FAVORABLE THAN THE TERMS AND CONDITIONS OF EMPLOYMENT PROVIDED TO THE
EU BUSINESS EMPLOYEES IMMEDIATELY PRIOR TO THE CLOSING DATE.
NOTWITHSTANDING
THE FOREGOING, AND EXCEPT TO THE EXTENT REQUIRED BY LAW, PURCHASER SHALL NOT BE
OBLIGATED TO ESTABLISH A DEFINED BENEFIT RETIREMENT PLAN OR ARRANGEMENT FOR ANY
EU BUSINESS EMPLOYEES OR ANY OTHER TRANSFERRED EMPLOYEES.
IF ANY EU BUSINESS
EMPLOYEES OR ANY OTHER TRANSFERRED EMPLOYEES WERE COVERED BY A DEFINED BENEFIT
ARRANGEMENT OF SELLER IMMEDIATELY PRIOR TO THE CLOSING, PURCHASER SHALL
ESTABLISH AS OF THE CLOSING DATE A DEFINED CONTRIBUTION ARRANGEMENT FOR THE
BENEFIT OF SUCH EMPLOYEES THAT PROVIDES REASONABLY COMPARABLE BENEFITS, TAKING
INTO ACCOUNT THE DIFFERENCE IN PLAN DESIGN, OR SUCH GREATER BENEFITS AS MAY BE
REQUIRED BY LAW.
FOR A PERIOD OF AT LEAST TWELVE (12) MONTHS FOLLOWING THE
CLOSING DATE, PURCHASER COVENANTS AND AGREES TO, OR TO CAUSE ITS AFFILIATES TO,
CONTINUE TO PROVIDE EACH EU BUSINESS EMPLOYEE (INCLUDING, FOR THE AVOIDANCE OF
DOUBT, EU BUSINESS EMPLOYEES EMPLOYED BY CONVEYED ENTITIES) WITH THE TERMS AND
CONDITIONS OF EMPLOYMENT DESCRIBED IN THIS SECTION 5.6(A).
(B)
INDEMNITY.
PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SELLER AND
ITS AFFILIATES FROM ANY AND