asset acquisitions - Jackson Walker LLP

eason (subject to any written commitments to the contrary made by Buyer or anemployee and Legal Requirements). Nothing in this Agreement shall be deemed toprevent or restrict in any way the right of Buyer to terminate, reassign, promote ordemote any of the Hired Active Employees after the Closing, or to change adverselyor favorably the title, powers, duties, responsibilities, functions, locations, salaries,other compensation or terms or conditions of employment of such employees.(c)Salaries and Benefits.(i) Seller shall be responsible for (A) the payment of all wages and otherremuneration due to Active Employees with respect to their services as employees ofSeller through the close of business on the Closing Date, including pro rata bonuspayments and all vacation pay earned prior to the Closing Date, (B) the payment ofany termination or severance payments and the provision of health plan continuationcoverage in accordance with the requirements of COBRA and Section 601 through608 of ERISA, and (C) any and all payments to employees required under theWARN Act.(ii) Seller shall be liable for any claims made or incurred by Active Employeesand their beneficiaries through the Closing Date under the Employee Plans. Forpurposes of the immediately preceding sentence, a charge will be deemed incurred,in the case of hospital, medical or dental benefits, when the services that are thesubject of the charge are performed and, in the case of other benefits (such asdisability or life insurance), when an event has occurred or when a condition hasbeen diagnosed which entitles the employee to the benefit.(d)Seller's Retirement and Savings Plans.(i) All Hired Active Employees who are participants in Seller’s retirement plansshall retain their accrued benefits under Seller’s retirement plans as of the ClosingDate, and Seller (or Seller’s retirement plan) shall retain sole liability for the paymentof such benefits as and when such Hired Active Employees become eligible thereforunder such plans. All Hired Active Employees shall become fully vested in theiraccrued benefits under Seller’s retirement plans as of the Closing Date, and Sellerwill so amend such plans if necessary to achieve this result. Seller shall cause theassets of each Employee Plan to equal or exceed the benefit liabilities of suchEmployee Plan on a plan termination basis as of the Effective Time.(ii) Seller will cause its savings plan to be amended in order to provide that theHired Active Employees shall be fully vested in their accounts under such plan as ofthe Closing Date and all payments thereafter shall be made from such plan asprovided in the plan.(e) No Transfer of Assets. Neither Seller nor Shareholders nor their respective RelatedPersons will make any transfer of pension or other employee benefit plan assets to the Buyer.(f) Collective Bargaining Matters. Buyer will set its own initial terms and conditionsof employment for the Hired Active Employees and others it may hire, including work rules,3148166v1- 143 -