UNDER THE SAVINGS PLAN
TO BE AVAILABLE FOR DISTRIBUTION TO THE TRANSFERRED EMPLOYEES.
THE BUYERS SHALL
ALLOW TRANSFERRED EMPLOYEES WHO HAVE ELECTED TO TAKE SUCH DISTRIBUTIONS AND WHO
ARE THEN EMPLOYED BY EITHER OF THE BUYERS TO TRANSFER SUCH ACCOUNT BALANCES TO A
DEFINED CONTRIBUTION PLAN THAT IS INTENDED TO MEET THE QUALIFICATION
REQUIREMENTS OF CODE SECTION 401(A) THAT INCLUDES A CASH OR DEFERRED ARRANGEMENT
UNDER CODE SECTION 401(K) AND THAT COVERS SUCH TRANSFERRED EMPLOYEES (THE "BUYER
SAVINGS PLAN").
(III)
COOPERATION.
THE SELLERS AND THE BUYERS
SHALL PROVIDE EACH OTHER WITH SUCH RECORDS AND INFORMATION AS MAY BE NECESSARY
OR APPROPRIATE TO CARRY OUT THEIR OBLIGATIONS UNDER THIS SECTION 5.6(H), AND
SHALL COOPERATE IN TAKING SUCH OTHER ACTIONS AS MAY REASONABLY BE REQUIRED TO
EFFECT THE DISTRIBUTION AND TRANSFER OF ASSETS AND LIABILITIES AS DESCRIBED IN
THIS SECTION 5.6(H).
(I)
LIABILITY FOR INSURANCE CLAIMS.
IN
RESPECT OF INSURED CLAIMS ARISING OUT OF THE CONDUCT OF THE SELLERS OR PARTHENON
LTD. WHICH ARE ASSUMED BY THE BUYERS AS OF THE CLOSING, INCLUDING WITHOUT
LIMITATION, WORKERS COMPENSATION, GENERAL LIABILITY, PRODUCT LIABILITY AND
VEHICLE LIABILITY (HEREINAFTER COLLECTIVELY "CLAIMS"), UNTIL SUCH TIME AS THE
BUYERS PROVIDE THE SELLERS WITH SATISFACTORY EVIDENCE THAT IT HAS MADE
ARRANGEMENTS THROUGH ITS OWN INSURANCE COMPANIES AND ADMINISTRATORS TO PROMPTLY
PROCESS AND PAY SUCH CLAIMS, THE SELLERS SHALL PROCESS AND PAY SUCH CLAIMS AND
THE BUYERS HEREBY AGREE TO, WITHOUT DUPLICATION, PROMPTLY REIMBURSE THE SELLERS
FOR ANY AMOUNTS PAID AND COSTS INCURRED IN RESPECT OF SUCH CLAIMS.
(J)
WELFARE PLANS.
WITH RESPECT TO ANY
"WELFARE BENEFIT PLAN" (AS DEFINED IN SECTION 3(1) OF ERISA) PROVIDED BY THE
BUYERS FOR THE BENEFIT OF TRANSFERRED EMPLOYEES ON AND AFTER THE CLOSING, THE
BUYERS SHALL (I) CAUSE TO BE WAIVED ANY PRE-EXISTING CONDITION LIMITATIONS, IF
REQUIRED BY LAW AND (II) GIVE EFFECT, IN DETERMINING ANY DEDUCTIBLE AND MAXIMUM
OUT-OF-POCKET
31
LIMITATIONS, TO CLAIMS INCURRED AND AMOUNTS PAID BY, AND AMOUNTS REIMBURSED TO,
SUCH EMPLOYEES WITH RESPECT TO SIMILAR PLANS MAINTAINED BY THE SELLERS OR
PARTHENON LTD. IMMEDIATELY PRIOR TO THE CLOSING.
THE SELLER SHALL BE
RESPONSIBLE FOR WELFARE BENEFIT CLAIMS OF TRANSFERRED EMPLOYEES MADE WITH
RESPECT TO TREATMENTS, COVERED SERVICES AND/OR BENEFITS RENDERED TO OR RECEIVED
BY SUCH TRANSFERRED EMPLOYEES AS OF OR BEFORE THE CLOSING DATE.
(K)
ACCRUED VACATION.
TO THE EXTENT OF THE
ACCRUED LIABILITY SET FORTH ON THE
FACE OF THE FINAL CLOSING STATEMENT:
(I)
WITH RESPECT TO ANY ACCRUED BUT UNUSED VACATION TIME TO WHICH ANY TRANSFERRED
EMPLOYEE IS ENTITLED PURSUANT TO THE VACATION POLICY APPLICABLE TO SUCH EMPLOYEE
IMMEDIATELY PRIOR TO THE CLOSING (THE "VACATION POLICY"), THE BUYERS SHALL ALLOW
SUCH TRANSFERRED EMPLOYEE TO USE SUCH ACCRUED VACATION TO THE EXTENT PERMITTED
BY LAW; (II) IF THE BUYERS DEEM IT NECESSARY TO DISALLOW SUCH EMPLOYEE FROM
TAKING SUCH ACCRUED VACATION, THE BUYERS SHALL BE LIABLE FOR AND PAY IN CASH TO
SUCH EMPLOYEE AN AMOUNT EQUAL TO SUCH VACATION TIME IN ACCORDANCE WITH TERMS OF
THE VACATION POLICY TO THE EXTENT REQUIRED BY LAW; AND (III)