Common use of Benefit Obligations Clause in Contracts

Benefit Obligations. (a) Buyer and each Seller agree that, except as specifically set forth in this Agreement, Sellers shall be solely responsible for all liabilities or obligations of any kind with respect to the employment by Sellers of the Employees prior to the Effective Time, including, but not limited, to any claims by any Employees related to their employment by Sellers or to the termination of their employment by Sellers prior to and as of the Effective Time. Without limiting the generality of the foregoing sentence, Sellers shall be solely responsible for the following matters related to either Sellers' employment of the Employees and the termination of such employment prior to or at the Effective Time: (i) any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and (ii) all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement, Employee Benefit Plan, grievance, arbitration, unfair labor practice charge, or compliance with any applicable state or federal labor or employment law (including, but not limited to, all laws pertaining to discrimination, workers' compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, wages, hours or employee benefits). (b) Buyer shall assume liability as of the Closing Date for the accrued paid time off entitlement of each Employee who becomes an employee of Buyer and shall pay each such Employee's wages or salary during their paid time off when taken. If an Employee with accrued paid time off terminates employment with Buyer on or before within one year of the Closing Date with paid time off entitlements remaining, Buyer shall pay such Employee a lump sum in cash equal to such paid time off entitlement less appropriate deductions. (c) Effective one year after the Closing Date, for those Employees still employed by Buyer on such date, Buyer shall grant past service credit for vesting (but not for benefit accrual) under the Retirement Benefit Plan of ▇.▇. ▇▇▇▇▇▇▇▇▇ & Sons Company for all service since the last day of hire with either Seller or any of their Affiliates. Buyer shall permit entry by Employees into such plan and, subject to reasonable administrative delay for enrollment, Buyer's Code section 401(k) plan within thirty days after Closing (to the extent the eligibility requirement therefor are then satisfied). (d) Buyer shall grant past service credit for eligibility to participate under Buyer's "welfare plans" (as defined in Section 3(1) of ERISA) and seniority credit for Buyer's vacation programs in which its or its affiliates similarly situated employees are eligible to participate for Employees accepting employment with Buyer for all service since last day of hire with either Seller or any of their Affiliates, shall waive any preexisting condition limitations or restrictions, evidence or requirement of insurability and, for all benefits other than long term disability where Sellers' plan provides for continued coverage, any actively at-work requirement for coverage (to the extent not applicable under the Employee Benefit Plans in which such Employee participates immediately prior to the Effective Time) and shall permit entry into such plans and programs immediately as of Closing with respect to all such benefits other than health care benefits and as of April 1, 1999, with respect to health care benefits (to the extent the eligibility requirements therefor are then satisfied), provided, however, that with respect to the retiree medical program and the retiree group life program under the Donnelley Group Benefits Plan, prior service will not be recognized, and provided, further, that long term disability coverage shall be so provided by Buyer without regard to the actively at work requirement only if Buyer's insurer waives such requirement for coverage, which waiver Buyer commits to pursue in good faith. (e) Buyer shall provide employee benefits plans and programs to Employees accepting employment with Buyer which in the aggregate for all such Employees are substantially equivalent to those provided to Buyer's similarly situated employees. (f) Parent and Sellers agree to provide continued health care (medical, dental and vision) coverage through March 31, 1999, under its Employee Benefit Plan providing the same for those Employees accepting employment with Buyer at Closing, and Buyer agrees to pay or cause to be paid the "COBRA" premium cost for such coverage.

Benefit Obligations. (a) Buyer and each Seller agree that, except as specifically set forth in this Agreement, Sellers Seller shall be solely responsible for all liabilities or obligations of any kind with respect to the employment by Sellers Seller of the Employees arising prior to the Effective Time, including, but not limitedlimited to, to any claims by any Employees related to their employment by Sellers Seller or to the termination of their employment by Sellers Seller prior to and as of the Effective Time. Without limiting the generality of the foregoing sentence, Sellers Seller shall be solely responsible for the following matters related to either Sellers' Seller's employment of the Employees and the termination of such employment prior to (but not as of or at after) the Effective Time: (i) any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and (ii) all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement, agreement or Employee Benefit PlanPlans, grievanceany grievances, arbitration, arbitrations or unfair labor practice charge, or charges relating to compliance with any applicable state or federal labor or employment law (including, but not limited to, all laws pertaining to discrimination, workers' compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits). Notwithstanding the foregoing, Buyer shall assume all of Seller's obligations to provide the retiree medical and life insurance benefits described on SCHEDULE 3.16, to the extent such obligations have been fully accrued for on the balance sheet as of the Effective Time. (b) Buyer and Seller further agree that, except as specifically set forth in this Agreement, Buyer shall be solely responsible for all liabilities or obligations of any kind with respect to the Transferred Employees and the Severed Employees arising as of or after the Effective Time, including, but not limited to, the termination of their employment by Seller as of the Effective Time, or by Buyer after the Effective Time. Without limiting the generality of the foregoing sentence, Buyer shall be solely responsible for the following matters related to the Transferred Employees' or Severed Employees' employment and the termination of such employment as of or after the Effective Time: (i) any required compliance with COBRA for Transferred Employees; (ii) 50% of TRP Liabilities; and (iii) except as provided herein, all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement or Employee Benefit Plans, any grievances, arbitrations or unfair labor practice charges and relating to compliance with any applicable state or federal labor or employment law (including, but not limited to, all laws pertaining to discrimination, workers' compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits) with respect to an event occurring after the Effective Date for the Transferred Employees. (c) Buyer shall assume liability as of the Closing Date for the accrued paid time off vacation entitlement and sick pay entitlement of each Transferred Employee who becomes an employee of Buyer to the extent such liabilities have been fully accrued on the Closing Balance Sheet in accordance with GAAP and shall pay each such Employee's wages or salary during their paid time off vacation or sick pay when taken. If an Employee with accrued paid time off vacation or sick pay terminates employment with Buyer on or before within one year of the Closing Date with paid time off personal leave (I.E. vacation and sick pay) entitlements remaining, Buyer shall pay such Employee a lump sum in cash equal to such paid time off entitlement personal leave entitlement, less appropriate deductions. (c) Effective one year after the Closing Date, applicable deductions for those Employees still employed by Buyer on such date, Buyer shall grant past service credit for vesting (but not for benefit accrual) under the Retirement Benefit Plan of ▇.▇. ▇▇▇▇▇▇▇▇▇ & Sons Company for all service since the last day of hire with either Seller or any of their Affiliates. Buyer shall permit entry by Employees into such plan and, subject to reasonable administrative delay for enrollment, Buyer's Code section 401(k) plan within thirty days after Closing (to the extent the eligibility requirement therefor are then satisfied)taxes and other ordinary course payroll withholdings. (d) If Buyer maintains a Code Section 401(k) Plan, Buyer shall grant past service credit for eligibility permit Transferred Employees to participate under roll over into Buyer's "welfare plans" (Code Section 401(k) plan any accrued benefit which is an eligible rollover distribution as defined in Section 3(1) to such employees from any Employee Benefit Plan of ERISA) and seniority credit for Buyer's vacation programs in which its or its affiliates similarly situated employees are eligible to participate for Employees accepting employment with Buyer for all service since last day of hire with either Seller or any of their Affiliates, shall waive any preexisting condition limitations or restrictions, evidence or requirement of insurability and, for all benefits other than long term disability where Sellers' plan provides for continued coverage, any actively at-work requirement for coverage its Affiliates (to the extent not applicable under the Employee Benefit Plans in which such Employee participates immediately prior to the Effective Time) and shall permit entry into such plans and programs immediately as of Closing with respect to all such benefits other than health care benefits and as of April 1, 1999, with respect to health care benefits (to the extent the eligibility requirements therefor are then satisfied"Transferor Plan"), provided, however, PROVIDED THAT the Transferor Plan satisfies applicable laws including being tax exempt under Section 401(a) of the Code so that with respect to the retiree medical program and the retiree group life program under the Donnelley Group Benefits Plan, prior service any roll-overs will not be recognized, and provided, further, that long term disability coverage shall be so provided by Buyer without regard to affect the actively at work requirement only if tax qualified status of Buyer's insurer waives such requirement for coverage, which waiver Buyer commits to pursue in good faith. (e) Buyer shall provide employee benefits plans and programs to Employees accepting employment with Buyer which in the aggregate for all such Employees are substantially equivalent to those provided to Buyer's similarly situated employees. (f) Parent and Sellers agree to provide continued health care (medical, dental and vision) coverage through March 31, 1999, under its Employee Benefit Plan providing the same for those Employees accepting employment with Buyer at Closing, and Buyer agrees to pay or cause to be paid the "COBRA" premium cost for such coverage.Code Section 401(k)