Allocation of Certain Liabilities Sample Clauses

Allocation of Certain Liabilities. Neither Parent nor any other member of the Parent Group shall be responsible for any claims incurred under the Parent Welfare Plans prior to the Effective Time, except for claims incurred by Retained Business Employees or Former Retained Business Employees. Neither SpinCo nor any other member of the SpinCo Group shall be responsible for any claims incurred under the Parent Welfare Plans or the SpinCo Welfare Plans by Retained Business Employees or Former Retained Business Employees.
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Allocation of Certain Liabilities. Notwithstanding anything herein to the contrary:
Sample 1
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.
Sample 1
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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.
Sample 1

Related to Allocation of Certain Liabilities

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • Exclusion of Certain Damages IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO IP AGREEMENT INFORMATION, (B) ANY BREACH BY VAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (D) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

  • Payment of Certain Taxes (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

  • Payment of Certain Expenses The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of the Agents’ counsel for the establishment of this Series shall be paid by the Bank.

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