Common use of Seller Benefit Plans Clause in Contracts

Seller Benefit Plans. Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

Seller Benefit Plans. Unless otherwise provided (i) Seller shall retain all liabilities with respect to benefits accrued and claims incurred with respect to all U.S. Business Employees and all E.U. Business Employees under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed any Seller Benefit Plans (such Employee Benefit Plans, along with as listed on Schedule 7.5(b)(i) to this Agreement) through the moment immediately preceding the Closing and any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are and all assets set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or aside with respect to the Retained Benefit Plans, whether arising before, on or funding and payment of such liabilities. Seller shall also retain any liabilities which may accrue after the Applicable Closing with respect to any U.S. Business Employee who is not a Hired U.S. Business Employee or which may accrue after the Closing Date in accordance with the terms of Seller's medical and dental expense plans for retired employees and Seller's life insurance program for retired employees (such liabilities and obligations shall be deemed Retained Liabilities together, "Retirement Related Benefits") for all purposes U.S. Business Employees who are eligible for Retirement Related Benefits as of the Closing Date. Seller will be responsible for all bonuses for all U.S. Business Employees attributable to such Employees' employment with Seller during the year 2000 up to the Closing Date. (ii) Except as otherwise provided in this Agreement, as of the first moment of the Closing, all Hired U.S. Business Employees and all E.U. Business Employees will cease to participate as active employees in or accrue benefits under this Agreement notwithstanding the benefit plans of Seller or any other provision of its Affiliates. Thereafter, no Hired U.S. Business Employee or E.U. Business Employee shall assume or be entitled to 16 <PAGE> participate in any Seller Benefit Plan, except to the extent such plans provide by their terms for participation after the Closing Date or as otherwise required by law or by the terms of this Agreement. (c), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

Seller Benefit Plans. Unless otherwise provided under the terms As of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Business Employee shall cease all to have any right to accrue any benefits, and cease to have any right to continue as or become an active participation in participant under any Benefit Plan other than a Company Benefit Plan, or any other incentive, compensation and accrual of benefits under the Employee Benefit Plans arrangements that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintainedentered into, contributed to or required to be contributed to maintained by any of the Sellers, the Transferred Subsidiaries Seller or any of their respective ERISA Affiliates, its Affiliates (excluding the Companies) (“Retained Seller Benefit Plans”). The Assumed , except to the extent of any claim incurred prior to Closing Date under any group medical, dental, prescription drug or vision care benefits under any Seller Benefit Plans are or to the extent such benefits continue to be available, by their express terms, through the end of the calendar month in which the Closing Date occurs (all such post-closing claims, “IBNR”). Subject to the limitations set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement6.9(h), Buyer shall reimburse Seller for any IBNR actually paid by Seller or any Seller Benefit Plan. Seller and neither Purchaser nor Buyer hereby agree that any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business Continuing Employee who (i) as of the Applicable Closing Date is receiving or eligible entitled to receive short-term disability benefits under a Retained Benefit Plan, and who subsequently becomes eligible to receive long-term disability benefits or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving entitled to receive long-term disability benefits under a Retained Benefit Planbenefits, shall become eligible or continue to be eligible, as applicable, to receive such long-term disability benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Seller Benefit Plan that is a U.S. taxlong-qualified defined contribution term disability plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary unless and until such employee is no longer disabled (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, subject to the terms of the applicable plan); provided that Buyer U.S. Defined Contribution Plans where elected by shall reimburse Seller for all out-of-pocket costs associated with such continued provision of benefits after the Transferred EmployeeClosing. Effective as As of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Buyer shall be solely responsible for all liabilities under the Assumed Benefit Plansobligations and liabilities, whether arising incurred before, on or after the applicable Closing (such Date, under all Company Benefit Plans and any other annual incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by the Companies, and no obligations or liabilities and obligations under any Company Benefit Plans shall be Assumed Liabilities retained by Seller or any of its Affiliates, including, for all purposes the avoidance of doubt, under this Agreement)any Benefit Plan that provides for severance, termination pay and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Planssimilar compensation and benefits.

Seller Benefit Plans. Unless otherwise provided Seller Parent shall retain all Liabilities under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee any Seller Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any in respect of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any each employee or former employee working of Sellers or their Subsidiaries (including any beneficiary or dependent thereof) who is not a Transferred Employee. Except as expressly provided herein, Seller Parent shall retain all Liabilities in respect of benefits accrued as of the Business who Closing Date by the Transferred Employees under any Seller Benefit Plans, Purchaser shall have no liability with respect thereto, and no assets of any Seller Benefit Plans shall be transferred to Purchaser. Accrued benefits or account balances of Transferred Employees under any Seller Benefit Plans shall be fully vested as of the Closing Date. With respect to the Transferred Employees (including any beneficiary or dependent thereof), Seller Parent shall retain (i) as of all Liabilities arising under any Seller Benefit Plans (whether or not insured) to the Applicable Closing Date is receiving extent such liability relates to contributions or eligible to receive short-term disability benefits under a Retained Benefit Planpremiums accrued (whether or not payable), or to claims incurred (ii) as of the Applicable Closing Date is receiving whether or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plannot reported), shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred (ii) all Liabilities arising under any worker’s compensation arrangement to the extent such liability relates to the period on or prior to the Closing Date, including Liabilities for any retroactive worker’s compensation premiums attributable to such period, and (iii) except as expressly provided herein, all other Liabilities arising under any Seller Benefit Plans to the extent any such Liability relates to the period on or prior to the Closing Date or is a Post-Closing Employee Liability, which shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, payable in accordance with applicable Law, Section 8.3. With respect to an individual retirement account any Transferred Employee (including any beneficiary or to dependent thereof) who enters a U.S. taxhospital or is on short-qualified defined contribution retirement plan established term disability under any Seller Benefit Plans on or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, prior to the Buyer U.S. Defined Contribution Plans where elected by Closing Date and continues in a hospital or on short-term disability after the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Seller Parent shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or claims and expenses incurred both before and after the applicable Closing Date in connection with such Person, to the extent that such claims and expenses are covered by a Seller Benefit Plan, until such time (if any) that, in the case of a Transferred Employee, such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability Person commences full-time employment with respect to, the Assumed Benefit PlansPurchaser.

Seller Benefit Plans. Unless otherwise provided under the terms Effective as of the applicable Employee Benefit Plan or the Transition Services AgreementTransfer Date of any Transferred Employee, effective as of 12:01 a.m. on the Applicable Closing Date, each such Transferred Employee shall cease all active participation in and accrual of benefits under the Employee Seller Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed , provided that Transferred Employees shall remain on Seller’s Benefit Plans Plan(s) that are set forth in Section 6.02 health plans until the end of the Disclosure Schedule)month of termination. Sellers and their affiliates (other than any of the Transferred Subsidiaries) Seller shall retain or assume sponsorship of any and all liabilities and obligations under or with Liabilities in respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans. With respect to each Transferred Employee, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) effective as of the Applicable Closing Transfer Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive any such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their existing terms the Assumed Benefit Plans Plans, if any, and shall be solely responsible for for, and shall assume and indemnify and hold harmless Seller and its Affiliates against, all liabilities Liabilities under the Assumed Benefit PlansPlans with respect to such Transferred Employee, whether solely to the extent arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers Transfer Date. Seller shall not sponsor, contribute to or maintain, or have any liability Liability with respect to, the Assumed Benefit PlansPlans with respect to any Transferred Employee to the extent arising after such Transferred Employee’s Transfer Date. For the avoidance of doubt, Seller and its Affiliates shall be solely responsible for, and shall indemnify and hold harmless Purchaser and its Affiliates against, all Liabilities in respect of the Retained Benefit Plans and all Liabilities in respect of any Assumed Benefit Plans with respect to any Transferred Employee solely to the extent arising on or prior to such Transferred Employee’s Transfer Date.

Seller Benefit Plans. Unless otherwise provided under the terms As of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Business Employee shall cease all to have any right to accrue any benefits, and cease to have any right to continue as or become an active participation in participant under any Benefit Plan other than a Company Benefit Plan, or any other incentive, compensation and accrual of benefits under the Employee Benefit Plans arrangements that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintainedentered into, contributed to or required to be contributed to maintained by any of the Sellers, the Transferred Subsidiaries Seller or any of their respective ERISA Affiliates, its Affiliates (excluding the Companies) (“Retained Seller Benefit Plans”). The Assumed , except to the extent of any claim incurred prior to Closing Date under any group medical, dental, prescription drug or vision care benefits under any Seller Benefit Plans are or to the extent such benefits continue to be available, by their express terms, through the end of the calendar month in which the Closing Date occurs (all such post-closing claims, “IBNR). Subject to the limitations set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement6.9(h), Buyer shall reimburse Seller for any IBNR actually paid by Seller or any Seller Benefit Plan. Seller and neither Purchaser nor Buyer hereby agree that any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business Continuing Employee who (i) as of the Applicable Closing Date is receiving or eligible entitled to receive short-term disability benefits under a Retained Benefit Plan, and who subsequently becomes eligible to receive long-term disability benefits or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving entitled to receive long-term disability benefits under a Retained Benefit Planbenefits, shall become eligible or continue to be eligible, as applicable, to receive such long-term disability benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Seller Benefit Plan that is a U.S. taxlong-qualified defined contribution term disability plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary unless and until such employee is no longer disabled (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, subject to the terms of the applicable plan); provided that Buyer U.S. Defined Contribution Plans where elected by shall reimburse Seller for all out-of-pocket costs associated with such continued provision of benefits after the Transferred EmployeeClosing. Effective as As of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Buyer shall be solely responsible for all liabilities under the Assumed Benefit Plansobligations and liabilities, whether arising incurred before, on or after the applicable Closing (such Date, under all Company Benefit Plans and any other annual incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by the Companies, and no obligations or liabilities and obligations under any Company Benefit Plans shall be Assumed Liabilities retained by Seller or any of its Affiliates, including, for all purposes the avoidance of doubt, under this Agreement)any Benefit Plan that provides for severance, termination pay and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Planssimilar compensation and benefits.