LIABILITIES WITH RESPECT TO,
46
AND IT SHALL NOT RECEIVE ANY RIGHT OR INTEREST IN THE ASSETS OF, ANY COMPANY
PLANS. BUYER SHALL ASSUME (OR CAUSE THE COMPANIES TO ASSUME) THE ASSUMED PLAN
LIABILITIES. EFFECTIVE AS OF THE CLOSING DATE, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN THIS AGREEMENT, ALL TRANSFERRED EMPLOYEES WILL CEASE ANY
PARTICIPATION IN, AND ANY BENEFIT ACCRUAL UNDER, ALL COMPANY PLANS. IF THE
CLOSING OCCURS, AON SHALL INDEMNIFY AND HOLD HARMLESS EACH BUYER GROUP MEMBER
FOR ANY LOSSES OR EXPENSES ARISING FROM OR IN CONNECTION WITH ANY PARENT ENTITY
OR AFFILIATE THEREOF BEING AN ERISA AFFILIATE OF AON ON OR PRIOR TO THE CLOSING
DATE.
(D)
LAYOFF BENEFITS. NOTWITHSTANDING ANY OF THE FOREGOING TO THE
CONTRARY, FOLLOWING THE CLOSING DATE, BUYER AGREES TO, OR TO CAUSE ITS
AFFILIATES TO, PROVIDE SEVERANCE BENEFITS TO ANY TRANSFERRED EMPLOYEE WHO IS
LAID OFF DURING THE ONE-YEAR PERIOD BEGINNING ON THE CLOSING DATE IN AN AMOUNT
THAT IS AT LEAST EQUAL TO THE LAYOFF BENEFITS THAT WOULD HAVE BEEN PAID TO SUCH
EMPLOYEE PURSUANT TO THE TERMS OF THE COMPANY PLANS AS IN EFFECT IMMEDIATELY
PRIOR TO THE CLOSING DATE, TO BE CALCULATED, HOWEVER, ON THE BASIS OF THE
EMPLOYEE'S COMPENSATION AND SERVICE AT THE TIME OF THE LAYOFF.
(E)
INDIVIDUAL EMPLOYMENT CONTRACTS. EXCEPT AS SET FORTH ON
SCHEDULE 8.2(E), EFFECTIVE AS OF THE CLOSING DATE, BUYER SHALL ASSUME, OR CAUSE
AN AFFILIATE TO CONTINUE TO BE OBLIGATED UNDER OR ASSUME THE COMPANIES'
OBLIGATIONS (AFTER GIVING EFFECT TO THE TRANSFER OF THE TRANSFERRED BUSINESS)
UNDER ALL INDIVIDUAL EMPLOYMENT, TERMINATION, RETENTION, SEVERANCE OR OTHER
SIMILAR CONTRACTS OR AGREEMENTS SET FORTH IN SCHEDULE 5.18 (OTHER THAN ITEM 4
THEREOF).
(F)
WELFARE BENEFITS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
AON OR ONE OF ITS AFFILIATES SHALL RETAIN RESPONSIBILITY UNDER THE COMPANY
BENEFIT PLANS THAT ARE WELFARE PLANS IN WHICH THE TRANSFERRED EMPLOYEES
PARTICIPATE WITH RESPECT TO ALL AMOUNTS THAT ARE PAYABLE BY REASON OF, OR IN
CONNECTION WITH, ANY AND ALL WELFARE BENEFIT CLAIMS MADE BY THE TRANSFERRED
EMPLOYEES AND THEIR ELIGIBLE DEPENDENTS BUT ONLY TO THE EXTENT THE CLAIMS WERE
INCURRED PRIOR TO THE CLOSING DATE. HOWEVER, BUYER SHALL REIMBURSE AON OR ONE OF
ITS AFFILIATES PROMPTLY FOR ANY PAYMENTS OF WELFARE BENEFITS MADE BY AON OR ONE
OF ITS AFFILIATES TO ELIGIBLE TRANSFERRED EMPLOYEES AND THEIR ELIGIBLE
DEPENDENTS ON OR AFTER THE CLOSING DATE WITH RESPECT TO CLAIMS INCURRED PRIOR TO
THE CLOSING DATE UPON RECEIPT OF PERIODIC BILLINGS FOR SUCH AMOUNTS, BUT ONLY TO
THE EXTENT THAT SUCH CLAIMS WERE REFLECTED IN THE CALCULATION OF CLOSING DATE
NET WORTH. BUYER AND ITS AFFILIATES SHALL BE RESPONSIBLE FOR ALL OTHER WELFARE
BENEFIT CLAIMS MADE BY THE TRANSFERRED EMPLOYEES AND THEIR ELIGIBLE DEPENDENTS
TO THE EXTENT SUCH CLAIMS WERE INCURRED ON OR AFTER THE CLOSING DATE.
(G)
CREDIT FOR SERVICE. TO THE EXTENT THAT SERVICE IS RELEVANT FOR
PURPOSES OF ELIGIBILITY AND VESTING (AND, IN ORDER TO CALCULATE THE AMOUNT OF
ANY VACATION, SICK DAYS, SEVERANCE AND SIMILAR BENEFITS, BUT NOT FOR