ABBOTT KSP LIABILITIES Sample Clauses

ABBOTT KSP LIABILITIES. Except as expressly provided in Section 4.6(c) of this Agreement, Abbott shall retain all Liabilities relating to, arising out of, or resulting from the Abbott KSP. As of the Distribution Date, Abbott shall take all action reasonably necessary to convert the Deferred Account (as defined in the Abbott KSP) of any KSP Transferred Employee into a Trust Account (as defined in the Abbott KSP). Except as expressly provided in Section 4.6(c) of this Agreement, on and after the Distribution Date, no employees of the Hospira Group, including KSP Transferred Employees, shall participate in or accrue any benefits under the Abbott KSP.
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ABBOTT KSP LIABILITIES. Except as expressly provided in Section 4.6(c) of this Agreement, Abbott shall retain all Liabilities relating to, arising out of, or resulting from the Abbott KSP. As of the Distribution Date, Abbott shall take all action reasonably necessary to convert the Deferred Account (as defined in the Abbott KSP) of any KSP Transferred Employee into a Trust Account (as defined in the Abbott KSP). Except as expressly provided in Section 4.6(c) of this Agreement, on and after the Distribution Date, no employees of the Hospira Group, including KSP Transferred Employees, shall participate in or accrue any benefits under the Abbott KSP. (c) HOSPIRA KSP BOOK ACCOUNTS. During the Transition Period, Hospira shall maintain an unfunded book account under the Hospira KSP for KSP Transferred Employees. Hospira shall credit those accounts with (i) the amounts deferred by KSP Transferred Employees into the Hospira KSP according to elections made by those KSP Transferred Employees plus (ii) any related employer matching contributions in relation to the amounts described in (i). In the absence of a new election made by KSP Transferred Employees under the Hospira KSP, Hospira shall honor the terms of elections made by KSP Transferred Employees under the Abbott KSP. As soon as practicable following the Transition Period, Hospira shall pay Abbott (or the trustee of the applicable KSP Transferred Employee's grantor trust) an amount equal to the aggregate balance of the book accounts described above and Abbott shall ensure that those amounts are allocated accordingly among the grantor trusts of those KSP Transferred Employees. Abbott shall maintain the grantor trusts in accordance with Section 7.4 of this Agreement. ARTICLE 5
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Related to ABBOTT KSP LIABILITIES

  • SpinCo Liability SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Intercompany Liabilities Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

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