Employee Liabilities. All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.
Employee Liabilities. Except as expressly provided otherwise in Section 7.3 or in the Transition Services Agreement, Seller shall be responsible for, covenants to pay or otherwise discharge, and shall indemnify and hold harmless, Buyer against any liability, claim or obligation (including reasonable attorney’s fees):
(a) relating to or under any Benefit Plan set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules; or
(b) to which any Business Employees may be entitled as a result of employment by Knight Ridder or its affiliates, including the Acquired Companies, and their Subsidiaries, as a result of the employment or termination of employment of any current or former Business Employee (including any Acquired Employee) prior to the Closing Date, including any accrued payroll, bonus or incentive compensation, vacation pay, sick pay, termination pay, severance pay, pay-in-lieu-of-notice, notice requirements (including any notice requirements under the Worker Adjustment Retraining and Notification Act), unemployment benefits, or any other benefits (whether or not under the Benefit Plans) except that workers’ compensation benefits shall be the sole obligation of Buyer and not Seller (whether related to claims incurred before, on or after the Closing Date).
Employee Liabilities. (a) Purchaser shall offer (or cause Purchaser's Hotel manager or operator to offer) to a sufficient number of Hotel employees, effective as of the Closing Date, employment at the Hotel in the same or similar position or job classification and at substantially equivalent wage rates or salaries as such Hotel employees held and enjoyed immediately prior to Closing, with substantially equivalent benefits and otherwise on such terms and for such period of time as required (in each case) so as to avoid triggering the notice requirements under the WARN Act.
(b) Purchaser shall assume (1) all Hotel Employee Liabilities (hereinafter defined) with respect to all of the Hotel employees who are employed by Purchaser or Purchaser's hotel manager or operator or affiliates thereof upon Closing ("Continuing Employees") accruing or first arising after the Closing Date, or triggered by a termination of employment after Closing (except to the extent that such Hotel Employee Liabilities arise under or relate to any Hotel Employee Plan (hereinafter defined)), and (2) all Hotel Employee Liabilities accrued as of Closing for which Purchaser has received a proration credit under this Agreement. Notwithstanding anything herein to the contrary, nothing in this Section 7.5 shall require Purchaser to (i) be responsible for, (ii) withhold or cause to be withheld any deductions from compensation payable by Purchaser or Purchaser's hotel manager to any Continuing Employee for purposes of contributing to, or (iii) make or cause to be made any payments on behalf of any Continuing Employee to, any Employee Plan sponsored or maintained by Seller, Manager, or its respective affiliates (except as otherwise required under Purchaser's hotel management agreement, if such management agreement is with Manager). Purchaser shall hold harmless, indemnify and defend Seller Indemnitees from and against any and all Claims arising out of any and all Hotel Employee Liabilities with respect to Continuing Employees accruing or first arising after Closing, except to the extent that such Hotel Employee Liabilities arise under or relate to any Hotel Employee Plan).
Employee Liabilities. Except as specifically set forth in this Agreement, any and all Liabilities under or relating to any Employee Plan, Employee Agreement or otherwise relating to any current or former employee, director, or consultant of Seller and his or her service or employment with Seller prior to the Closing;
Employee Liabilities. (a) Other than as set forth in Section 8(b), EMS shall remain responsible for all liabilities and obligations arising out of, relating to or with respect to (i) the employment or performance of services with, or termination of employment or services by, EMS or any of its Affiliates of any individual (including, any such individual that may be terminated as contemplated by Section 10), and (ii) all benefit and compensation arrangements and any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by EMS or any of its Affiliates, or with respect to which EMS or any of its Affiliates has any liability or obligation (including, without limitation, under any pension benefit plan or related or similar plan) regardless of when such liabilities or obligations are incurred or reported. For purposes of this Agreement, “Affiliate” shall include: any corporation or unincorporated trade or business that, at any relevant time, could be treated as a single employer with EMS pursuant to Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended. Schedule 8 sets forth the current compensation and benefit expenses associated with employees of the ECS Division.
(b) Sensata shall only be liable for the payment of cash for the liabilities of the type contemplated by clause (i) and clause (ii) of Section 8(a), to the extent (i) such liabilities relate to employees of the ECS Division and arise or are accrued with respect to services performed by such employees during the term of this Agreement and are specifically set forth on Schedule 4 and/or Schedule 5 and included in the computation of the P&L Statement and/or Net Working Capital of the ECS Division, respectively, or (ii) a change in pension laws requires an additional cash contribution to an EMS-sponsored pension plan for ECS Division employees during the term of this Agreement that relates to pension benefits accrued by such employee during such term (and which would not have been required to be made in the absence of this Agreement) and such cash contribution expense is appropriately reflected in the determination of the P&L Statement.
Employee Liabilities. Effective as of the Transfer Date, and except as otherwise provided under the terms of this Agreement, Visteon will assume, and agrees to perform, the debts, liabilities, guarantees, contingencies and obligations of Ford, whether asserted or unasserted, fixed or contingent, accrued or unaccrued, known or unknown, and howsoever arising, relating to the Global Visteon Employees. Ford shall transfer any funded or unfunded reserves it may maintain with respect to such liabilities, unless such reserves are reflected on the Visteon Balance Sheet.
Employee Liabilities. Any employee liabilities relating to present --------------------- and past employees of the business with respect to plans, programs, policies, commitments, and other benefit entitlements established or existing on or prior to the Closing (whether or not such liabilities are accrued or payable at the Closing, and whether or not such liabilities are contingent in nature);
Employee Liabilities. Any obligations and liabilities of any Seller to or with respect to the Employees and obligations and liabilities under or with respect to employee benefit plans, programs, policies and arrangements, all except as expressly provided in Article XI and the Employee Exhibits;
Employee Liabilities. Except as specifically set forth in Section 2.5(d), any Liabilities of the Seller, the Parent or Marconi IP or any of their Affiliates to or with respect to Access Employees and Liabilities under or with respect to employee benefit plans, programs, policies and arrangements.
Employee Liabilities. Immediately after consummation of the Spin-Off and the other transactions contemplated by the Separation Agreement, the RemainCo Entities will have no employees who are employed primarily in connection with the Nevada Business, and no Liabilities related to employees or employee-benefits for employees who are or were employed primarily in connection with the Nevada Business.
