Compensation; Contractual Obligations. Company shall be liable for and obligated to pay and indemnify and hold Buyer and its Affiliates harmless from any and all expenses, contracts, agreements, commitments, obligations, claims, suits, and other liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent or arising hereafter, directly or indirectly, with respect to (i) any of Company’s obligations under this Section 10; (ii) the employment or termination of employment by the Company of any current or future employee or consultant of Company or any of its Affiliates, including without limitation Transferred Employees, whether in connection with the transactions contemplated hereby or otherwise; (iii) any claims of discrimination under applicable law provided such claims arise from such Employee’s employment or service with or termination by Company or any of its Affiliates; (iv) any other claims or obligations arising out of the terms and conditions of employment (including under any employment agreement with Company), of any person by Company or its Affiliates or associated with the Business, whether for salary, wages, bonuses, profit sharing, commissions, sick pay or otherwise; (v) any duties or obligations of Company or administrators under any existing or future employee plans or any employment agreement of Company or other employee benefit plans of Company or any of its Affiliates; or (vi) any present or future obligations or liabilities of Company or any of its Affiliates to prior, existing or future employees of Company or any of its Affiliates, whether or not specifically described in this Section 10.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ase Test LTD), Asset Purchase Agreement (Advanced Semiconductor Engineering Inc)
Compensation; Contractual Obligations. Company Seller shall be liable for and obligated to pay and indemnify and hold Buyer and its Affiliates harmless from any and all expenses, contracts, agreements, commitments, obligations, claims, suits, and other liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent or arising hereafter, directly or indirectly, with respect to (i) any of Company’s obligations under this Section 10; (ii) the employment with Seller or termination of employment by the Company with Seller of any current or future employee or consultant of Company Seller or any of its Affiliates, including without limitation Transferred Employees, whether in connection with the transactions contemplated hereby or otherwise; (iiiii) any claims of discrimination discrimination, harassment or wrongful termination under applicable state or federal law provided such claims arise from such Employee’s an employee's employment or service with or termination by Company or any of its AffiliatesSeller; (iviii) any other claims or obligations arising out of the terms and conditions of employment (including under any employment agreement with CompanySeller or the payment of benefits to employees or their benefits under any Employee Plan), of any person by Company Seller or its Affiliates or associated with the Consulting Business, whether for salary, wages, bonuses, profit sharing, commissions, severance, vacation pay, sick pay or A-45 otherwise; (v) any duties or obligations of Company Seller or administrators under any existing or future employee plans Employee Plans or any employment agreement of Company Seller or other employee benefit plans of Company Seller or any of its Affiliates; or (vi) any present or future obligations or liabilities of Company Seller or any of its Affiliates to prior, existing or future employees of Company Seller or any of its Affiliates, whether or not specifically described in this Section 10Article 9.
Appears in 1 contract
Samples: Asset Purchase Agreement (Primix)
Compensation; Contractual Obligations. Company shall be liable for and obligated to pay and indemnify and hold Buyer and its Affiliates harmless from any and all expenses, contracts, agreements, commitments, obligations, claims, suits, and other liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent or arising hereafter, directly or indirectly, with respect to (i) any of Company’s 's obligations under this Section 10; (ii) the employment or termination of employment by the Company of any current or future employee or consultant of Company or any of its Affiliates, including without limitation Transferred Employees, whether in connection with the transactions contemplated hereby or otherwise; (iii) any claims of discrimination under applicable state or federal law provided such claims arise from such Employee’s 's employment or service with or termination by Company or any of its Affiliates; (iv) any other claims or obligations arising out of the terms and conditions of employment (including under any employment agreement with Company), of any person by Company or its Affiliates or associated with the Business, whether for salary, wages, bonuses, profit sharing, commissions, severance, vacation pay, sick pay or otherwise; (v) any duties or obligations of Company or administrators under any existing or future employee plans Employee Plans or any employment agreement of Company or other employee benefit plans of Company or any of its Affiliates; or (vi) any present or future obligations or liabilities of Company or any of its Affiliates to prior, existing or future employees of Company or any of its Affiliates, whether or not specifically described in this Section 10.
Appears in 1 contract
Samples: Asset Purchase Agreement (Teraforce Technology Corp)