Form Apa - Asset Purchase Agreement Page 29
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
461
year toward any "out-of-pocket" maximums under Buyer's Welfare Benefit Plans. As
2
soon as reasonably practicable after the Closing Date, Seller shall prepare and deliver to
3
Buyer the information needed for Buyer to comply with the preceding sentence, and shall
4
otherwise cooperate with Buyer in making such determinations.
5
Buyer shall not provide any incentive or inducement to any Covered
6
Person to choose to be covered by the health care continuation provisions of Seller's
7
Welfare Plan, including but not limited to payment of any Covered Person's premium for
8
such health care continuation coverage for any Covered Person who elects to receive
9
such coverage from Seller's Welfare Plan. Buyer shall recognize Transferred Employees'
10
vacation time, sick leave and paid time off earned but unused prior to the Closing Date
11
under Seller's relevant Welfare Plans and Benefit Arrangements. Buyer shall, until at
12
least the first anniversary of the Closing Date, continue to permit earned but unused
13
vacation time, sick leave credits and paid time off to be utilized in the same manner as
14
permitted immediately prior to the Closing Date.
15
(e)
Severance Benefits
16
Seller does not intend to treat the transactions contemplated by this
17
Agreement, or any future steps which Buyer may take in connection with the Business, as
18
constituting events entitling any of the Transferred Employees to severance under any
19
arrangement of Seller. Buyer agrees not to dispute such treatment or assert that it should
20
be otherwise. Any severance, termination or similar payments or obligations due to any
21
Transferred Employee which relate to the termination of any Transferred Employee by
22
Buyer on or after the Closing Date shall be the sole responsibility of Buyer.
23
(f)
Workers' Compensation
24
Notwithstanding the provisions of Section 9.3(d), on and after the Closing
25
Date (i) Seller shall be responsible for paying, or arranging for insurance (including
26
appropriate self-insurance) to pay, all workers' compensation claims of Transferred
27
Employees which have been properly filed with Seller prior to the Closing Date, and
28
(ii) Buyer shall be responsible for paying, or arranging for insurance (including
29
appropriate self-insurance) to pay, all other workers' compensation claims of Transferred
30
Employees regardless of whether such claims or costs relate to injuries, illnesses,
31
occupational diseases, medical treatments or other events occurring prior to, on or after
32
the Closing Date.
33
9.4
Availability of Records
34
After the Closing, Buyer shall make available to Seller as reasonably requested by
35
Seller, its agents and representatives, any taxing authority, or any governmental authority
36
all information, records and documents relating to the Business and the employees of
37
Seller for periods prior to Closing and shall preserve all such information, records and
38
documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all
39
statutes of limitations for taxes for periods prior to the Closing or extensions thereof
40
applicable to Seller for tax information, records or documents; or (c) the required
29
Form APA.doc
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business