Common use of Salaries and Benefits Clause in Contracts

Salaries and Benefits. (i) Seller shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i)); (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (C) any and all payments to employees required under the WARN Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v)).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Eagle Picher Holdings Inc), Asset Purchase Agreement (Noble International LTD), Asset Purchase Agreement (Noble International LTD)

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Salaries and Benefits. (i) Seller Except to the extent included within the Assumed Liabilities, Sellers shall be responsible for (A) the payment of all wages and other remuneration due to their Active Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i))Date; (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (C) any and all payments to employees required under the WARN Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v))Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schawk Inc)

Salaries and Benefits. (i) Seller shall be responsible for for: (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i)but excluding any earned but unused vacation for Hired Active Employees); and (B) the payment of any termination or severance payments and payments. Buyer shall be responsible for (X) the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (CY) any and all payments to employees required under the WARN Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v))Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Salaries and Benefits. (i) Seller Sellers shall be responsible for for: (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller Sellers through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i)but excluding any earned but unused vacation for Hired Active Employees); and (B) the payment of any termination or severance payments and payments. Buyer shall be responsible for (X) the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (CY) any and all payments to employees required under the WARN Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v))Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

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Salaries and Benefits. (i) Seller shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller payable through the close of business on the Closing DateDate and with respect to such Active Employees which Buyer does not hire, including pro rata bonus payments and all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i))Date; (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (C) any and all payments to employees required under the WARN Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v))Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (cbdMD, Inc.)

Salaries and Benefits. (i) Seller and Affiliates shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of to Seller through the close of business on the Closing Date, including pro rata bonus payments and and, except to the extent assumed by buyer under Section 2.5(a)(i), all vacation pay earned prior to the Closing Date (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i))Date; (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISAERISA for Employees; and (C) any and all payments to employees Employees required under the WARN Worker Adjustment and Retraining Notification Act (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(v)"WARN Act").

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Advanced Nutraceuticals Inc/Tx)

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