Assumption of Employee Liabilities. Apergy shall assume and be solely responsible for the administration of severance, notice or pay in lieu of notice, indemnity or other termination pay, or other similar benefits in accordance with applicable Law or the terms and conditions of the applicable offer letter, Contract, severance plan, or policy in effect as of the date of the applicable termination of employment (i) relating to or resulting from (A) the Apergy Group’s failure to continue the employment of any Apergy Employee following the Effective Time, (B) the Apergy Group’s failure to continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable Law, or (C) any failure by the Apergy Group to comply with the terms of this Agreement as of or prior to the Effective Time or (ii) where such severance, notice or pay in lieu of notice, indemnity or termination pay, or other benefits are required to be paid under applicable Law, the terms and conditions of the applicable offer letter, Contract, a Dover Benefit Plan, or an Apergy Benefit Plan, as applicable, upon the applicable date of any Apergy Employee’s transfer without regard to such terms and conditions or such continuation of employment.
Assumption of Employee Liabilities. Xxxxxxx shall assume and be solely responsible for the administration of severance, indemnity or other termination pay or other similar benefits in accordance with the terms and conditions of the applicable severance plan or policy in effect as of the date of the applicable termination of employment (i) relating to or resulting from (A) the Xxxxxxx Group’s failure to offer employment to any Xxxxxxx Employee (or failure to continue the employment of any Xxxxxxx Employee following the Plan Separation Date), (B) the Xxxxxxx Group’s failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable Law or (C) any failure by the Xxxxxxx Group to comply with the terms of this Agreement prior to the Effective Date or (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable Law or a Plan upon the applicable date of the employee’s transfer without regard to such terms and conditions or such continuation of employment.
Assumption of Employee Liabilities. The Purchaser or its Affiliates shall assume or retain, as the case may be, any and all Liabilities relating to, arising out of, or resulting from the employment or services, or termination of employment of any MCC Business Employee who is a Transferred Employee, to the extent such Liabilities arise prior to, at or after the Closing.
Assumption of Employee Liabilities. Seller and the Retained Subsidiaries shall have no further Liabilities or responsibilities with respect to each (i) Business Employee and Former Business Employee or (ii) Purchased Subsidiary Benefit Plan, in each case arising before, on or after the Closing Date, but only to the extent arising out of, or relating to, the Business.
Assumption of Employee Liabilities. Upon Closing, Purchaser shall assume (i) all Employee Liabilities with respect to the Continuing Employees only to the extent accruing or first arising after the Closing; and (ii) all Employee Liabilities accrued as of the Closing for which Purchaser has received a proration credit under Schedule 2 (but not any other Employee Liabilities which have accrued as of the Closing), and Seller shall have no obligations with respect to such Employee Liabilities. Notwithstanding anything to the contrary in the foregoing, Purchaser is not assuming and shall not assume any Employee Liabilities or obligations of Seller’s Manager which are liabilities or obligations of Seller’s Manager whether under the Viceroy Agreement, any Union Contract, applicable law or otherwise.
Assumption of Employee Liabilities. As of the Closing Date, except as specifically provided otherwise in this Agreement, Buyer shall, or shall cause its Affiliates to, assume all Liabilities and responsibilities of Seller and its Affiliates (other than a Purchased Company) with respect to all Continuing Employees whether arising before, on or after the Closing Date (the “Assumed Employee Liabilities”). Seller and the Retained Subsidiaries shall have no further Liabilities or responsibilities under any Company Plan or with respect to the Assumed Employee Liabilities.
Assumption of Employee Liabilities. As consideration for BCH entering into the Master Services Agreement, subject to completion of the Closing, ABS shall assume those employee liabilities set out in this Article 3 and in Article 4 below, from and after the time of Closing on the Closing Date, and shall:
