Allocation of Employment Liabilities. Except with respect to any liabilities that transfer to the Acquirer Parties or their Affiliates pursuant to applicable Law or as otherwise specifically provided in this Agreement, the Contributor Parties or any of their respective Affiliates shall retain liability and responsibility for all employment and employee-benefit related liabilities, obligations, claims or losses that arise as a result of an event or events that relate to a Transferring Employee (or any dependent or beneficiary of any Transferring Employee) and that occur prior to the effective time of such Transferring Employee’s employment with Crosstex or an affiliate thereof. Except with respect to any liabilities that transfer to the Contributor Parties or their Affiliates pursuant to applicable Law or as otherwise specifically provided in this Agreement, the Acquirer Parties or any of their respective Affiliates shall retain liability and responsibility for all employment and employee-benefit related liabilities, obligations, claims or losses that arise as a result of an event or events relate to the Transferring Employees (or any dependent or beneficiary of any Transferring Employee) and that occur on or after the effective time of such Transferring Employee’s employment with Crosstex MLP or an Affiliate thereof.
Allocation of Employment Liabilities. Except as otherwise provided in Section 12.07 or as otherwise specifically provided in this Agreement, (i) the members of the Hertz Group shall be solely liable for, and no member of the HERC Holdings Group shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding New Hertz Holdings Employees and Former New Hertz Holdings Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with New Hertz Holdings, HERC Holdings or any of their respective Affiliates, whether the basis for such claims arose before, as of or after the Distribution Date, and (ii) the members of the HERC Holdings Group shall be solely liable for, and no member of the Hertz Group shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding HERC Holdings Employees and Former HERC Holdings Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with New Hertz Holdings, HERC Holdings or any of their respective Affiliates, whether the basis for such claims arose before, as of, or after the Distribution Date.
Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Article VII, Ashland and the Asset Selling Corporations shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to any period prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individual). Except as otherwise specifically provided in this Article VII, effective as of the Effective Time, Buyer or a Buyer Corporation shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligations, claims or losses that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) that relate to any period on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due on or after the Closing Date, or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this Agreement.
Allocation of Employment Liabilities. Subject to the terms of Section 6.01(c) to (h), Sellers shall retain responsibility for all employment and employee-benefit-related liabilities that relate to (a) the Employees (or any dependent or beneficiary of any Employee) that arise as a result of an event or events that occurred prior to 12:01 a.m. on the Applicable Closing Date and (b) any other current or former employee of Sellers or their affiliates who are not Transferred Employees that arise as a result of an event or events that occurred or occur at any time. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser or its applicable affiliate shall be solely responsible for all employment and employee-benefits related liabilities that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) that arise as a result of an event or events that occurred on or after 12:01 a.m. on the Applicable Closing Date.
Allocation of Employment Liabilities. Except with respect to any liabilities that transfer to Crosstex or its Affiliates pursuant to applicable Law or as otherwise specifically provided in this Agreement, Devon or any of its Affiliates shall retain liability and responsibility for all employment and employee-benefit related liabilities, obligations, claims or losses that arise as a result of an event or events that relate to a Transferring Employee (or any dependent or beneficiary of any Transferring Employee) and that occur prior to the effective time of such Transferring Employee’s employment with Crosstex or an Affiliate thereof. Except with respect to any liabilities that transfer to Devon or its Affiliates pursuant to applicable Law or as otherwise specifically provided in this Agreement, Crosstex or any of its Affiliates shall retain liability and responsibility for all employment and employee-benefit related liabilities, obligations, claims or losses that arise as a result of an event or events that relate to the Transferring Employees (or any dependent or beneficiary of any Transferring Employee) and that occur on or after the effective time of such Transferring Employee’s employment with Crosstex or an Affiliate thereof.
Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Agreement or as required to be transferred to Purchaser by applicable Law, Seller and the Selling Subsidiaries shall retain liability and responsibility for all employment and employee-benefit related liabilities, obligations and commitments that relate to the Business Employees (or any dependent or beneficiary of any Business Employee) to the extent arising from an event or events that occur prior to 12:01 a.m. on the Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date). Except as otherwise specifically provided in this Agreement, effective as of 12:01 a.m. on the Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date), Purchaser shall assume and be solely responsible for all employment and employee-benefit related liabilities, obligations and commitments that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) to the extent arising from an event or events that occur on or after 12:01 a.m. on the Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date). As of the Closing Date, Seller and the Selling Subsidiaries shall have paid, in accordance with their standard pay practices, all compensation, wages, withholding and other Taxes and other employee benefits with respect to each Business Employee through the end of the last full pay period of Seller or the applicable Selling Subsidiary that immediately precedes the Closing Date.
Allocation of Employment Liabilities. (a) Except with respect to any Liabilities that transfer to Buyer or a Buyer Corporation pursuant to applicable Law (including any relating to any current or former Employee of a Transferred Entity or any Employee Benefit Plan sponsored by a Transferred Entity) or as otherwise specifically provided in this Agreement or any Business Transfer Document, Seller and the Asset Selling Corporations shall retain Liability and responsibility for and shall indemnify and hold Buyer and its Affiliates (including the Transferred Entities following the Effective Time) harmless from and against all employment and employee-benefit related Liabilities, obligations, claims or losses that relate to (i) any Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred prior to the Effective Time, (ii) any Employee who does not become a Transferred Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred on or after the Effective Time and (iii) any Seller Benefit Plan (other than a Seller Benefit Plan sponsored by a Transferred Entity, a Transferred Non-U.S. Seller Pension Plan) that arise as a result of an event or events that occurred on or after the Effective Time and which Liabilities, obligations, claims or losses are not otherwise expressly assumed by Buyer or its Affiliates pursuant to this Agreement, in the case of each of clauses (i), (ii) and (iii), regardless of whether or not such Liabilities, obligations, claims or losses become due before, at or after the Effective Time.
Allocation of Employment Liabilities. (a) Except with respect to any Liabilities that transfer to Buyer pursuant to applicable Law or as otherwise specifically provided in this Agreement, Seller shall retain Liability and responsibility for all employment and employee benefit-related Liabilities, claims or Losses that arise as a result of an event or events that occurred prior to the Effective Time that relate to the Employees (or any dependent or beneficiary of any Employee). Except as otherwise specifically provided in this Agreement, effective as of the Effective Time, Buyer or its Affiliates shall assume and be solely responsible for all employment and employee benefit-related Liabilities, claims or Losses that relate to any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) that arise as a result of an event or events that occurred on or after the Effective Time or are otherwise expressly assumed by Buyer or its Affiliates pursuant to this Agreement.
Allocation of Employment Liabilities. Except as otherwise specifically provided in this Agreement, (a) Purchaser shall assume and be solely responsible for all employment and employee-benefits related Liabilities that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) arising after the Closing, and (b) Seller shall retain and be solely responsible for all employment and employee-benefits related Liabilities that relate to (i) the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) arising on or prior to the Closing and (ii) Employees who do not become Transferred Employees (or any dependent or beneficiary thereof), whether arising before, on or after the Closing (other than, in the case of this clause (ii), with respect to severance costs that Purchaser is responsible for pursuant to Section 7.04).
Allocation of Employment Liabilities. (a) Except with respect to any Liabilities that transfer to Buyer or a Buyer Corporation pursuant to applicable Law (including any relating to any current or former Employee of a Transferred Entity or any Employee Benefit Plan sponsored by a Transferred Entity) or as otherwise specifically provided in this Agreement or any Business Transfer Document, Seller and the Asset Selling Corporations shall retain Liability and responsibility for all employment and employee-benefit related Liabilities, claims or Losses that arise as a result of an event or events that occurred prior to the Effective Time that relate to the Employees (or any dependent or beneficiary of any Employee). Except as otherwise specifically provided in this Agreement, effective as of the Effective Time, Buyer or its Affiliates shall assume and be solely responsible for all employment and employee-benefits related Liabilities, claims or Losses that relate to (i) any current or former employee of a Transferred Entity (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred on or after the Effective Time, (ii) any Employee Benefit Plan sponsored by a Transferred Entity that arise as a result of an event or events that occurred on or after the Effective Time and (iii) any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) that arise as a result of an event or events that occurred on or after the Effective Time or are otherwise expressly assumed by Buyer or its Affiliates pursuant to this Agreement.
