Allocation of Certain Liabilities Sample Clauses

Allocation of Certain Liabilities. Other than as provided in Section 2.04(d), Buyer shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment and other claims by any Transferred Employee arising from the employment of such Transferred Employee by Buyer or its Affiliates at or after the Closing relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment- related tort claim or other similar claims or charges of or by any Transferred Employee. Other than as provided in Section 2.03(c), Seller shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment or other claims relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges by any Business Employee arising from the employment of such Business Employee by Seller or its Affiliates prior to the Closing.

Allocation of Certain Liabilities. (a) (i) Buyer shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment and other claims by any Transferred Employees with respect to events or circumstances arising and asserted after the Transfer Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges of or by any Transferred Employee, and (ii) Seller shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment or other claims by any Transferred Employees with respect to events or circumstances arising before Transfer Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges of or by any Transferred Employee, except for any claim based on a statement or written promise made by Buyer as to any entitlement at or after Transfer Date. (b) Seller shall retain and be solely liable for (i) all liabilities, obligations and expenses in respect of Excluded Employees, and Business Employees and former Business Employees who do not become Transferred Employees hereunder, except as expressly provided in this Article 9, and (ii) except as with respect to vacation time to the extent credited by Buyer, all liabilities, obligations and expenses for compensation and benefits of a Transferred Employee relating to periods prior to the Transfer Date.

Allocation of Certain Liabilities. Notwithstanding anything herein to the contrary: (a) Sellers shall retain responsibility, and be liable, for retirement, severance and health-care benefits for the Retained IMG Participants and the U.S. RJRTI Former Employees. (i) Buyer shall assume responsibility, and be liable, for retirement, severance and health-care benefits for the IMG Employees, and (ii) Buyer shall assume responsibility and be liable for severance and health-care benefits for U.S.

Allocation of Certain Liabilities. (a) CYTEC hereby acknowledges and agrees that any and all Losses relating to WH's ownership of an interest in the Jefferson Chemical Company ("Jefferson") or its provision of industrial hygiene services to the Jefferson Chemical Company are Assumed Liabilities of CYTEC under the TDA, and are not Retained Liabilities under the TDA. Without limiting the generality of the foregoing, CYTEC hereby acknowledges and agrees that any and all Losses relating to claims brought against Wyeth Parties at any time alleging personal injury or any other harm arising from alleged exposure to any chemicals (including, but not limited to, benzene or asbestos) at any facility or site of Jefferson or alleging personal injury or any other harm arising from alleged exposure to asbestos at the Bound Brook facility or site in New Jersey ("Bound Brook"), under any theory of liability, are Assumed Liabilities of CYTEC under the TDA, and are not Retained Liabilities under the TDA; it being understood that this Section 5(a) does not purport to address allocation of responsibility for personal injury or any other harm arising from alleged exposure at Bound Brook to any chemicals other than asbestos. (b) CYTEC hereby withdraws, with prejudice, the letter dated December 19, 2003 from Thomas A. Waldman, Esq. of CYTEC to Madeline C. Stoller, Esq. ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ing to CYTEC's obliga▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ indemnification of Wyeth Parties in connection with benzene and asbestos personal injury claims arising from alleged exposures at any facility or site of Jefferson and at Bound Brook. CYTEC agrees that it will not re-advance or pursue in any manner or forum (i) any of its contentions asserted in the December 19, 2003 letter to Wyeth (other than general contentions as to the interpretation of the TDA and Related Agreements to the extent that such contentions do not relate to allocation of specific liabilities among the parties and not inconsistent with this Agreement), and (ii) any contention that CYTEC's agreements with WH in connection with the Spin-Off are "contracts of adhesion" or otherwise are not enforceable in any respect. CYTEC acknowledges that it has, and at all times from and after the effective date of the TDA has had, responsibility to defend and indemnify the Wyeth Parties in respect of the personal injury claims and cases referred to in the December 19, 2003 letter. (c) Without limiting the generality of the foregoing, CYTEC agrees that its obligation to defend and indemnify t...

Allocation of Certain Liabilities. (i) With respect to all Transferred Employees, (A) except in respect of Liabilities specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the Books and Records, and reflected in the Closing Statement, Sellers shall indemnify and hold Purchaser and its Affiliates harmless from all wages, bonuses, pensions, payroll taxes, vacation pay (other than vacation pay expressly assumed by Purchaser pursuant to the third sentence of Section 5.14(b)(iii)), severance pay and other forms of remuneration to the extent such wages, bonuses, pensions, payroll taxes, severance pay and other forms of remuneration arose or were accrued, or were required to be paid, prior to the Closing and (B) Purchaser shall indemnify and hold Sellers and their respective Affiliates harmless from all wages, bonuses, pensions, vacation pay, severance pay and other forms of remuneration established or maintained by Purchaser or its Affiliates accruing after the Closing. (ii) XXXXX (provision redacted in its entirety due to commercially sensitive information, continues on to next page)

Allocation of Certain Liabilities. Except as otherwise provided in Section 5.7, Sellers shall retain (as Excluded Liabilities) and be responsible for, and/or otherwise indemnify Purchaser from, all liabilities and obligations of Sellers to any Sellers Employees, and other current and former employees associated with the Business and their eligible dependents incurred prior to the Effective Time, in connection with any Plan or Employee Arrangement. Purchaser shall be responsible for all liabilities and obligations in connection with claims incurred after the Effective Time by Transferred Employees under any of Purchaser’s employee benefit plans established by Purchaser covering such Transferred Employees after the Effective Time. For purposes of this Section 5, a hospitalization claim shall be deemed incurred on the first day of such hospitalization and a disability claim shall be incurred on the date that the disability event occurred; it being understood that Purchaser shall be responsible for any disability absences commencing after the Effective Time by any Transferred Employee. A group health plan or plans of Sellers shall be responsible for any continuation of group health coverage required under Section 4980B of the Code, Sections 601 through 608 of ERISA or any similar state, provincial or local law, with respect to any “M&A qualified beneficiary” (as defined in regulations issued under Section 4980B of the Code) with respect to the transactions contemplated by this Agreement or any of the Seller Transaction Documents. Purchaser shall be responsible for any continuation of group health coverage required under Section 4980B of the Code or Section 601 through 608 of ERISA with respect to any Transferred Employee or any “qualified beneficiary” with respect to any Transferred Employee (as defined in Section 4980B of the Code) who incurs a “qualifying event” (as defined in Section 4980B of the Code) after the Effective Time.

Allocation of Certain Liabilities. Neither AHD nor any other member of the AHD Group shall be responsible for any claims incurred under the Atlas Welfare Plans prior to the Effective Time, except for claims incurred by AHD Group Employees. Neither Atlas nor any other member of the Atlas Group shall be responsible for any claims incurred under the Atlas Welfare Plans or the AHD Welfare Plans by AHD Group Employees. For the avoidance of doubt, Atlas or a member of the Atlas Group shall be responsible for all claims incurred under the Atlas Welfare Plans by Atlas Group Employees.