Employee Liabilities. All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.
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. 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):
Employee Liabilities. Effective as of the later of the Separation Effective Time or the time at which an individual becomes a Spinco Transferred Employee, Spinco shall Assume: (i) all Liabilities under all Remainco Benefit Arrangements relating to Spinco Transferred Employees or Spinco Former Employees, whenever incurred, only to the extent set forth in this Agreement; provided, however, that Spinco shall reimburse the Remainco Group for any claim for benefits by any Spinco Transferred Employee or Spinco Former Employee (or their respective dependents) after the Separation Effective Time which was incurred prior to the Separation Effective Time under any Remainco Benefit Arrangement that is not funded by an insurance policy, trust or similar funding arrangement, other than claims under a flexible spending account which shall be addressed under Article IX (the Liabilities described in this Section 2.3(a)(i), the “Assumed Remainco Benefit Liabilities”); (ii) all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all Spinco Employees and Spinco Former Employees and their dependents and beneficiaries (and any alternate payees in respect thereof), to the extent arising out of, relating to or resulting from such individuals’ service to the Spinco Business; and (iii) any other Liabilities or obligations expressly assigned to or Assumed or retained by Spinco or any member of the Spinco Group under this Agreement. Remainco and Remainco Group shall Assume or retain all Liabilities arising under or otherwise related to the Remainco Benefit Arrangements, including all Liabilities (i) under Section 412 of the Code and Section 302 or Title IV of ERISA, and (ii) resulting from a violation of the continuation of coverage requirements under COBRA, in each case, except to the extent such Liabilities are Assumed Remainco Benefit Liabilities. Remainco and Remainco Group shall Assume or retain all Liabilities of the Spinco Group related to the failure to provide qualifying offers of health coverage (as determined under Treas. Regs. Section 54.4980H-4 and 54.4980H-5) to employees under Section 4980H of the Code with respect to the 2020 calendar year. Remainco and Remainco Group shall retain all Liabilities related to or arising with respect to the Remainco Employees, Spinco Employees who are not Spinco Transferred Employees, and any former employee of the Remainco Group who is not a Spinco Former Employee.
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. 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. (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.
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. 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. 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.
