APPLICABLE PROBATION PERIOD NOT PROHIBITED BY
LAW) TO OCCUPY POSITIONS DESIGNATED BY BUYER AND PURSUANT TO THE TERMS AND
CONDITIONS DETERMINED BY BUYER IN ITS SOLE DISCRETION.
(C)
SALARIES AND BENEFITS.
(I)
SELLER WILL BE RESPONSIBLE FOR (A) THE PAYMENT OF ALL WAGES AND
OTHER REMUNERATION LIABILITIES AND OBLIGATIONS DUE TO ACTIVE EMPLOYEES WITH
RESPECT TO THEIR SERVICES AS EMPLOYEES OF SELLER, INCLUDING PRO RATA BONUS
PAYMENTS AND ALL VACATION PAY EARNED PRIOR TO THE CLOSING DATE, (B) THE PAYMENT
OF ANY TERMINATION OR SEVERANCE PAYMENTS AND THE PROVISION OF HEALTH PLAN
CONTINUATION COVERAGE IN ACCORDANCE WITH THE REQUIREMENTS OF SECTIONS 601
THROUGH 608 OF ERISA, AND (C) ANY AND ALL PAYMENTS TO EMPLOYEES REQUIRED UNDER
THE WARN ACT.
(II)
SELLER WILL BE LIABLE FOR ANY CLAIMS MADE OR INCURRED BY ACTIVE
EMPLOYEES AND THEIR BENEFICIARIES THROUGH THE CLOSING DATE UNDER THE EMPLOYEE
BENEFIT PLANS.
FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, A CHARGE
WILL BE DEEMED INCURRED, IN THE CASE OF HOSPITAL, MEDICAL OR DENTAL BENEFITS
WHEN THE SERVICES THAT ARE THE SUBJECT OF THE CHARGE ARE PERFORMED AND, IN THE
CASE OF OTHER BENEFITS (SUCH AS DISABILITY OR LIFE INSURANCE), WHEN AN EVENT HAS
OCCURRED OR WHEN A CONDITION HAS BEEN DIAGNOSED THAT ENTITLES THE EMPLOYEE TO
THE BENEFIT.
(III)
BUYER ASSUMES NO OBLIGATION TO CONTINUE OR ASSUME ANY EMPLOYEE
BENEFIT PLANS, COMPENSATION ARRANGEMENTS OR LIABILITIES OF SELLER (INCLUDING,
BUT NOT WITHOUT BEING LIMITED TO, ANY SALARY, BONUSES, VACATION, SICK LEAVE,
FRINGE BENEFITS, INSURANCE PLANS, OR PENSION OR RETIREMENT BENEFITS UNDER ANY
COMPENSATION OR RETIREMENT PLAN OR POLICY MAINTAINED BY SELLER).
(D)
EMPLOYEE BENEFIT PLANS.
ALL HIRED ACTIVE EMPLOYEES WHO ARE
PARTICIPANTS IN SELLER'S EMPLOYEE BENEFIT PLANS WILL RETAIN THEIR ACCRUED
BENEFITS UNDER SUCH PLANS AS OF THE CLOSING DATE, AND SELLER WILL RETAIN SOLE
LIABILITY FOR THE PAYMENT OF SUCH BENEFITS AS AND WHEN SUCH HIRED ACTIVE
EMPLOYEES BECOME ELIGIBLE THEREFOR UNDER SUCH PLANS.
ALL HIRED ACTIVE EMPLOYEES
WILL BECOME FULLY VESTED IN THEIR ACCRUED BENEFITS UNDER SELLER'S EMPLOYEE
BENEFIT PLANS AS OF THE CLOSING DATE, AND SELLER WILL SO AMEND SUCH PLANS IF
NECESSARY TO ACHIEVE THIS RESULT.
NEITHER SELLER NOR ANY ERISA AFFILIATE OF
SELLER WILL MAKE ANY TRANSFER OF ANY EMPLOYEE BENEFIT PLAN ASSETS TO BUYER.
SELLER ALSO AGREES TO RETAIN RESPONSIBILITY FOR MEDICAL AND DISABILITY PAYMENTS
TO EMPLOYEES ENGAGED PRIMARILY IN THE BUSINESS BUT ON MEDICAL OR DISABILITY
LEAVE AT THE CLOSING DATE UNTIL SUCH TIME AS SUCH EMPLOYEE IS, IF EVER, OFFERED
EMPLOYMENT BY BUYER, IN ITS SOLE DISCRETION, OR AS OTHERWISE REQUIRED UNDER
APPLICABLE LAW OR REGULATION.
ANY ACTIVE EMPLOYEE OR QUALIFIED BENEFICIARY
THEREOF AND WHO IS COVERED, OR WHO IS ELIGIBLE TO ELECT TO CONTINUE HIS OR HER
COVERAGE, AS OF OR FOLLOWING THE CLOSING DATE, UNDER ANY
29
EMPLOYEE BENEFIT PLAN THAT CONSTITUTES A "GROUP HEALTH PLAN," PURSUANT TO THE
PROVISION OF PART 6 OF TITLE I, SUBSTITUTE B OR ERISA OR SECTION 4980B OF THE
CODE, SHALL BE ELIGIBLE TO CONTINUE SUCH COVERAGE UNDER THE SELLER'S PLAN