Common use of Employee Issues Clause in Contracts

Employee Issues. Buyer agrees that the employees of Seller specifically listed on Schedule 3.15 and those hired after June 30, 1999 in the ordinary course of business shall be offered employment with the LLC upon the Closing Date. The parties expressly acknowledge that this Agreement is not intended to create a contract between Buyer, Seller or any affiliated business entity of either and that no employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer, Seller or any of affiliated business entity of either. Neither Buyer nor Seller shall in any manner be responsible or liable for administration or the payment of any benefit under any plans maintained by the other party after Closing. Except as set forth in Schedule 6.02, neither Buyer nor the LLC shall assume, maintain or continue any Pension Plan, Welfare Plan or Other Plan of Seller or any of its Affiliates following Closing. With respect to any Pension Plan, Welfare Plan or Other Plan assumed by Buyer or the LLC following Closing as set forth in Schedule 6.02 (the "Assumed Plans"), the parties acknowledge and agree that (i) Buyer or the LLC shall only perform the duties and obligations of the employer-sponsor and plan administrator following the Closing and that Seller shall remain liable following Closing for any violations of applicable law or breaches of fiduciary duty or other obligations (other than the Buyer's Health Plan Obligation and Buyer's COBRA Obligation, defined below) that occurred (irrespective of when known) with respect to such plans prior to Closing; and (ii) neither Shareholders nor Seller shall be liable and neither Shareholders nor Seller shall be deemed to assume any liability, following Closing, for any benefits or coverage under such plans, or for any violations of applicable law or breaches of fiduciary duty or other obligations that occur (irrespective of when known) with respect to such plans on or after Closing. With respect to the group medical and dental plan assumed by the LLC as set forth in Schedule 6.02, the parties acknowledge and agree that (a) Buyer and the LLC shall pay and shall be liable for any and all medical and dental expenses or other expenses and liabilities payable in accordance with the terms of such plan that were incurred prior to, on or after Closing (irrespective of whether or not a claim has been made as of such time) (the "Buyer's Health Plan Obligation"); (b) neither Buyer nor the LLC shall be liable for any medical or dental expenses or other expenses and liabilities (including but not limited to third party administrative fees and stop loss insurance premiums) incurred at any time under such plan with respect to the employees of Gary Products; (c) Gary Produ▇▇▇ shall not be li▇▇▇▇ for any medical or dental expenses or other expenses and liabilities (including but not limited to third party administrative fees and stop loss insurance premiums) incurred at any time under such plan with respect to employees of Buyer or the LLC; (d) on and after the Closing, Buyer or the LLC, as the case may be, shall provide COBRA coverage and benefits to one former employee and one dependent of a former employee of Seller who are on COBRA coverage prior to the Closing, and shall provide COBRA notice, coverage and benefits to the individuals who, after Closing, are former employees of Seller who are hired by the LLC (the "Transferred Employees") pursuant to the transactions contemplated by this Agreement and who become entitled to such notice, coverage or benefits (the "Buyer's COBRA Obligation"); (e) Seller shall obtain alternative medical and dental coverage for the employees of Gary Products prior to Closin▇; and (f) Seller or Gary Products, as applicable, ▇hall provide the required COBRA notice to the Transferred Employees with regard to their termination of employment with Seller.