Allocation of Responsibilities on Distribution Date Sample Clauses

Allocation of Responsibilities on Distribution Date. On the Distribution --------------------------------------------------- Date, except to the extent retained or assumed by Bio-Vascular under this Agreement or any other agreement related to the Distribution, Vital Images shall retain or assume, as the case may be, sole responsibility as employer for the Vital Images Employees, and shall cause any Vital Images Employee that is then a party to any employment, change in control or other employment-related agreement with Bio-Vascular to terminate such agreement effective as of the Distribution Date. Except as otherwise provided in this Agreement or in any other agreement between Bio-Vascular or Vital Images, the assumption or retention of responsibility as employer by Vital Images described in this Section 2.1 shall not, of itself, constitute a severance or a termination of employment under any plan of severance, of income or other Plan extension maintained by Bio-Vascular or Vital Images, and no such severance, separation or termination shall be deemed to occur by reason hereof.
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Allocation of Responsibilities on Distribution Date. On the Distribution Date, except to the extent retained or assumed by Manor Care under this Agreement or any other agreement relating to the Distribution, Choice shall retain or assume, as the case may be, responsibility as employer for the Choice Employees. On the Distribution Date, except to the extent retained or assumed by Choice under this Agreement or any other agreement relating to the Distribution, Manor Care shall retain or assume, as the case may be, responsibility as employer for the Retained Employees. The assumption or retention of responsibility as employer by Manor Care or Choice described in this Section 2.01 shall not, of itself, constitute a severance or a termination of employment under any Plan of severance maintained by Manor Care.
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Allocation of Responsibilities on Distribution Date. On the Distribution Date, except to the extent retained or assumed by Stac under this Agreement or any other agreement relating to the Distribution, Hi/fn shall retain or assume, as the case may be, responsibility as employer for the Hi/fn Employees. On the Distribution Date, except to the extent retained or assumed by Hi/fn under this Agreement or any other agreement relating to the Distribution, Stac shall retain or assume, as the case may be, responsibility as employer for the Stac Employees. The assumption or retention of responsibility as employer by Stac or Hi/fn described in this Section 2.01 shall not, of itself, constitute a severance or a termination of employment under any Plan which provides for severance benefits nor shall it constitute a change of control of Stac or Hi/fn for purposes of any Plan.
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Allocation of Responsibilities on Distribution Date. On the Distribution Date, except as otherwise agreed between the parties, Agritope shall retain or assume, as the case may be, sole responsibility as employer for Agritope Employees, and shall cause any Agritope Employee that is then a party to any employment, change in control or other employment-related agreement with Epitope to terminate such agreement effective as of the Distribution Date (except confidentiality, indemnification, and similar agreements relating primarily to past services to Epitope). Except as otherwise provided in this Agreement, the fact that Agritope assumes or retains responsibility as employer of Agritope Employees as of the Distribution Date shall not, of itself, cause such employee to be deemed terminated under any Plan maintained by Epitope or Agritope.
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Allocation of Responsibilities on Distribution Date. On the --------------------------------------------------- Distribution Date, except to the extent retained or assumed by Sunburst under this Agreement or any other agreement relating to the Distribution, Choice shall retain or assume, as the case may be, responsibility as employer for the Choice Employees. On the Distribution Date, except to the extent retained or assumed by Choice under this Agreement or any other agreement relating to the Distribution, Sunburst shall retain or assume, as the case may be, responsibility as employer for the Retained Employees. The assumption or retention of responsibility as employer by Sunburst or Choice described in this Section 2.01 shall not, of itself, constitute a severance or a termination of employment under any Plan of severance maintained by Sunburst.
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Allocation of Responsibilities on Distribution Date. On the Distribution Date, except to the extent retained or assumed by PEI under this Agreement or any other agreement relating to the Distribution, PriceSmart shall retain or assume, as the case may be, responsibility as employer for the Transferred Employees. On the Distribution Date, except to the extent retained or assumed by PriceSmart under this Agreement or any other agreement relating to the Distribution, PEI shall retain or assume, as the case may be, responsibility as employer for the Retained Employees. The assumption or retention of responsibility as employer by PEI or PriceSmart described in this Section 2.01 shall not, of itself, constitute a severance or a termination of employment under any Plan which provides for severance benefits and is maintained by PEI nor shall it constitute a change of control of PEI for purposes of any Plan.
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Allocation of Responsibilities on Distribution Date. On the Distribution Date, except to the extent retained or assumed by HMC under this Agreement or any other agreement relating to the Distribution, Host Marriott Services shall retain or assume, as the case may be, responsibility as employer for the Host Marriott Services Employees. On the Distribution Date, except to the extent retained or assumed by Host Marriott Services under this Agreement or any 13
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Related to Allocation of Responsibilities on Distribution Date

  • Allocation of Responsibilities The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

  • Certain Distributions If the Company elects to:

  • Allocation of Resources Whenever a disaster causes Vendor to allocate limited resources between or among Vendor's customers, vendor will not provide priority over Prudential to any other customers of Vendor. In addition, in no event will Vendor re-deploy or reassign any vendor Key Employee (as identified and defined in an applicable Engagement Schedule) or any Affected Employee (as identified and defined in an applicable Engagement Schdule) to any other Vendor account in the event of a disaster.

  • Allocation of Recovery In the event an actual pecuniary loss is suffered by any two or more of the Insureds under circumstances covered by the terms of the Bond, any recovery under the Bond shall be allocated among such Insureds as follows:

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Allocation of Relative Fault Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

  • Disclaimer of Responsibility for Certain Matters Neither the Trustee, any Conversion Agent nor any agent of either shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officer's Certificate referred to in Section 1704(j), or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, any Conversion Agent nor any agent of either shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee, any Conversion Agent nor any agent of either makes any representation with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of either shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities or property (including cash) upon the surrender of any Security for the purpose of conversion or, subject to Sections 601 and 603, to comply with any of the covenants of the Company contained in this Article Seventeen.

  • Addition of Trust as Party to Distribution Agreement Pursuant to Section 1 of the Distribution Agreement, each of the undersigned parties hereby acknowledges and agrees that the Trust, upon execution hereof by the Trust and the other parties to the Distribution Agreement (other than any other trusts organized in connection with the Registration Statement that are party thereto as of the date hereof), shall become a Trust for purposes of the Distribution Agreement in accordance with the terms thereof, in respect of the Notes, with all the authority, rights, powers, duties and obligations of a Trust under the Distribution Agreement. The Trust confirms that any agreement, covenant, acknowledgment, representation or warranty under the Distribution Agreement applicable to the Trust is made by the Trust at the date hereof, unless another time or times are specified in the Distribution Agreement, in which case such agreement, covenant, acknowledgment, representation or warranty shall be deemed to be confirmed by the Trust at such specified time or times.

  • Limitation of Responsibility Notwithstanding any other provisions ---------------------------- hereof, Committee Members shall be liable to the parties only for actions constituting bad faith, gross negligence or breach of an express provision of this Agreement (so long as such breach remains uncured after ten (10) days of receiving notice of the nature of such breach). In all other respects, Committee Members shall not be liable for negligence or mistakes of judgment.

  • Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See Section 4.04 of the Standard Terms)

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