Common use of Employee Liabilities – In General Clause in Contracts

Employee Liabilities – In General. Except as otherwise expressly provided in this Section 5.7, Purchaser shall assume all liabilities, responsibilities and obligations arising out of or relating to the Transferred Employees (including, subject to the final sentence of this paragraph, all liabilities of Parent under the Change of Control Agreement between each Business Employee (other than any Business Employee listed on Schedule 5.7(c)) and Seller or Parent (such agreement, each an “Assumed Change of Control Agreement”)) arising on or after the Closing, including, for the avoidance of doubt, all liabilities arising out of or relating to the termination of employment of any Transferred Employee by Purchaser and its Affiliates on or after the Closing. Seller and its Affiliates shall be solely responsible for any and all costs, expenses or liabilities resulting from, or incurred in connection with, the termination of employment by Parent, Seller or any of their Affiliates, prior to, on or after the Closing Date, of any employee of Parent, Seller or their Affiliates (other than with respect to any Assumed Change of Control Agreement), including any such employee who fails to satisfy the conditions to employment with Purchaser set forth in Section 5.7(j); provided, however, that Purchaser shall fully indemnify and hold harmless Seller, Parent and their Affiliates for all severance liabilities (including under each Assumed Change of Control Agreement) arising out of the termination by Parent, Seller or any of their Affiliates, before, on or after the Closing Date, of any Business Employee who received an offer of employment that failed to meet the requirements set forth in Section 5.7(a). Notwithstanding anything to the contrary set forth in this Agreement, Seller and its Affiliates shall be solely responsible for (x) any and all costs, expenses or liabilities resulting from or incurred in connection with the termination of employment by Purchaser or its Affiliates from and after the Closing of any individual listed on Schedule 5.7(c) (including any liabilities under any Change of Control Agreement entered into between Seller or Parent and any such individual listed on Schedule 5.7(c), which agreement shall be deemed an Excluded Asset and the obligations thereunder shall be deemed as Retained Liabilities hereunder) and (y) any obligations under Assumed Change of Control Agreements that relate to equity or other long-term incentive compensation awards granted by Parent and its Affiliates.

Employee Liabilities – In General. Except as otherwise expressly provided in this Section 5.75.8, Purchaser Capital One shall assume all liabilities, responsibilities and obligations arising out of or relating to the Transferred Employees (including, subject to the final sentence of this paragraph, all liabilities of Parent under the Change of Control Agreement between each Business Employee (other than any Business Employee listed on Schedule 5.7(c5.8(c)) and Seller or Parent (such agreement, each an “Assumed Change of Control Agreement”)) arising on or after the Closing, including, for the avoidance of doubt, all liabilities arising out of or relating to the termination of employment of any Transferred Employee by Purchaser Capital One and its Affiliates on or after the Closing. Seller and its Affiliates shall be solely responsible for any and all costs, expenses or liabilities resulting from, or incurred in connection with, the termination of employment by Parent, Seller or any of their Affiliates, prior to, on or after the Closing Date, of any employee of Parent, Seller or their Affiliates (other than with respect to any Assumed Change of Control Agreement), including any such employee who fails to satisfy the conditions to employment with Purchaser Capital One set forth in Section 5.7(j5.8(j); provided, however, that Purchaser Capital One shall fully indemnify and hold harmless Seller, Parent and their Affiliates for all severance liabilities (including under each Assumed Change of Control Agreement) arising out of the termination by Parent, Seller or any of their Affiliates, before, on or after the Closing Date, of any Business Employee who received an offer of employment that failed to meet the requirements set forth in Section 5.7(a5.8(a). Notwithstanding anything to the contrary set forth in this Agreement, Seller and its Affiliates shall be solely responsible for (x) any and all costs, expenses or liabilities resulting from or incurred in connection with the termination of employment by Purchaser Capital One or its Affiliates from and after the Closing of any individual listed on Schedule 5.7(c5.8(c) (including any liabilities under any Change of Control Agreement entered into between Seller or Parent and any such individual listed on Schedule 5.7(c5.8(c), which agreement shall be deemed an Excluded Asset and the obligations thereunder shall be deemed as Retained Liabilities hereunder) and (y) any obligations under Assumed Change of Control Agreements that relate to equity or other long-term incentive compensation awards granted by Parent and its Affiliates.