Common use of Assumption of Employment and Other Agreements Clause in Contracts

Assumption of Employment and Other Agreements. On and after the Closing Date, except (a) as otherwise provided in this Agreement or in Schedule 8.1.2 or (b) to the extent arising as a result of the breach by Seller of the representations or covenants contained in Sections 4.1.9, 4.1.13 or 5.1.1 hereof, Buyer, as successor employer to Seller, shall assume all obligations under and be bound by the provisions of each offer of employment by Seller and its Affiliates relating to the Business, each Employment Agreement or any other agreement by Seller or any of its Affiliates relating to conditions of employment, Intellectual Property, employment separation, severance, or employee benefits in connection with the Business; provided, however, Seller and its Affiliates shall retain the right to enforce agreements relating to Intellectual Property. Schedule 8.1.2 lists the obligations, as of the date hereof, to be assumed by Buyer pursuant to this Section 8.1.2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Verizon South Inc)

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Assumption of Employment and Other Agreements. On and after the Closing Date, except (a) as otherwise provided in this Agreement or in Schedule 8.1.2 or (b) to the extent arising as a result of the breach by Seller Sellers of the representations or covenants contained in Sections 4.1.9, 4.1.13 or 5.1.1 hereof, Buyer, as successor employer to SellerSellers, shall assume all obligations under and be bound by the provisions of each offer of employment by Seller Sellers and its their Affiliates relating to the Business, each Employment Agreement or any other agreement by Seller Sellers or any of its their Affiliates relating to conditions of employment, Intellectual Property, employment separation, severance, or employee benefits in connection with the Business; provided, however, Seller Sellers and its their Affiliates shall retain the right to enforce agreements relating to Intellectual Property. Schedule 8.1.2 lists the obligations, as of the date hereof, to be assumed by Buyer pursuant to this Section 8.1.2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Verizon South Inc), Asset Purchase Agreement (Centurytel Inc)

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