Common use of Employee Liability Claims Clause in Contracts

Employee Liability Claims. (i) As between the parties, the Seller and any ERISA Affiliate shall (i) sponsor and (ii) assume or retain, as the case may be, and be solely responsible for all of the following from and after Closing, which will be considered “Employee Excluded Liabilities” for purposes of this Agreement, including Section 2.3 hereof: (1) Employment Liabilities, including but not limited to payments or entitlements that Seller may owe or have promised to pay to any Employees, including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, pension contributions, taxes, and any other liability, payment or obligations related to Employees, consultants or contractors; (2) all payments with respect to the Employees that are due to be paid prior to or on the Closing Date (including, without prejudice to the generality of the foregoing, pension contributions, insurance premiums and taxation) to any third party in connection with the employment of any of the Employees; and (3) any non-forfeitable claims or expectancies of any Employees from their prior employment with Seller or an ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (ii) All costs and disbursements, if any, incurred in connection with the termination by Seller of any employment of any Employee prior to or in connection with the Closing Date (including any Employee who does not accept an offer of employment with Purchaser) shall be borne by Seller; provided, however, that Purchaser shall promptly reimburse Seller for up to $515,000 in actual costs and disbursements incurred by Seller in connection with the termination by Seller within 120 days following the Closing of any Employees who do not become Continuing Employees; (iii) All costs and disbursements incurred in connection with the termination by the Purchaser of any employment of any Employee on or after the Closing Date shall be borne by the Purchaser.

Employee Liability Claims. (i) As between the parties, the Seller and any ERISA Affiliate shall (i) sponsor and (ii) assume or retain, as the case may be, and be solely responsible for all of the following from and after Closing, which will be considered “Employee Excluded Liabilities” for purposes of this Agreement, including Section 2.3 hereof: (1) Employment Liabilities, including but not limited to payments or entitlements that Seller may owe or have promised to pay to any Employees, including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, pension contributions, taxes, and any other liability, payment or obligations related to Employees, consultants or contractors; (2) all payments with respect to the Employees that are due to be paid prior to or on the Closing Date (including, without prejudice to the generality of the foregoing, pension contributions, insurance premiums and taxation) to any third party in connection with the employment of any of the Employees; and (3) any non-forfeitable claims or expectancies of any Employees from their prior employment with Seller or an ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (ii) All costs and disbursements, if any, incurred in connection with the termination by Seller of any employment of any Employee prior to or in connection with the Closing Date (including any Employee who does not accept an offer of employment with Purchaser) shall be borne by Seller; provided, however, that Purchaser shall promptly reimburse Seller for (A) up to $515,000 in actual costs and disbursements incurred by Seller or any of the Subsidiaries (1) in connection with the termination by Seller or any of the Subsidiaries within 120 days following the Closing of any Employees who do not become Continuing EmployeesEmployees or (2) in connection with the termination by Seller or any of the Subsidiaries of the first Employee listed on Schedule 7.12(f) within 120 days following the date on which such individual ceases to provide services under the Transition Services Agreement, plus (B) the actual costs and disbursements incurred by Seller or any of the Subsidiaries in connection with the termination by Seller or any of the Subsidiaries within 120 days following the Closing of all other Employees listed on Schedule 7.12(f); (iii) All costs and disbursements incurred in connection with the termination by the Purchaser of any employment of any Employee on or after the Closing Date shall be borne by the Purchaser.

Employee Liability Claims. (i) As between the parties, the Seller and any ERISA Affiliate shall (i) sponsor and (ii) assume or retain, Except as the case may be, and be solely responsible for all of the following from and after Closing, which will be considered “Employee Excluded Liabilities” for purposes of otherwise provided in this Agreement, including Section 2.3 hereof: (1) Employment Liabilities, including but not limited to payments or entitlements that Seller may owe or have promised to pay to any Employees, including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise9.3(c)(i), commissionall costs, pension contributionsexpenses, taxes, and any other liability, payment or obligations related to Employees, consultants or contractors; (2) all payments with respect to the Employees that are due to be paid prior to or on the Closing Date (including, without prejudice to the generality of the foregoing, pension contributions, insurance premiums and taxation) to any third party in connection with the employment of any of the Employees; and (3) any non-forfeitable claims or expectancies of any Employees from their prior employment with Seller or an ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (ii) All costs liabilities and disbursements, if any, incurred in connection with the termination by Seller or any Affiliate thereof of any employment of any Designated Employee prior to or in connection with the Closing Date (including any Designated Employee who does not accept an offer of employment with PurchaserBuyer) (“Termination Costs”) shall be borne by Seller; providedBuyer, howeverdirectly or through prompt reimbursement of Seller or an Affiliate of Seller upon presentation of evidence of such costs or disbursements. The estimated Termination Costs for each Designated Employee are set forth in Schedule 9.3(c)(i). Seller shall be responsible for, that Purchaser and shall promptly reimburse pay at or prior to the Closing, all accrued but unpaid salary or wages of the New Buyer Employees relating to work performed prior to the Closing. Seller or its Affiliate shall retain responsibility for up and shall pay to $515,000 in actual costs all departing Designated Employees any unused vacation or paid time off, pro rata or other incentive bonuses for the portion of the bonus period ending on the Closing Date (subject to any discretionary authority it may retain as to eligibility for or calculation of such bonuses), amounts payable under “Success Incentive” letters or other stay-pay and disbursements incurred by Seller change of control arrangement in connection with the termination closing of the transactions contemplated by this Agreement, and benefits under Seller’s Employee Benefit Plans (other than, for the avoidance of doubt, any severance). For the avoidance of doubt, Seller within 120 days following the Closing and/or Seller’s Employee Benefit Plans shall retain responsibility for and shall pay all required disability payments relating to any disability liability with respect to a Designated Employee that arises prior to Closing, including liability arising out of any Employees who do not become Continuing Employees;disability claim asserted prior to Closing. (iiiii) All costs and disbursements incurred in connection with the employment, engagement or termination by the Purchaser Buyer of any employment of any New Buyer Employee on or after the Closing Date shall be borne solely by the PurchaserBuyer.

Employee Liability Claims. (ia) As between Buyer, on the partiesone hand, and Sellers and ERISA Affiliates, on the Seller other, Sellers and any ERISA Affiliate shall (i) sponsor and (ii) assume or retain, as the case may be, and be solely responsible for all of the following from and after Closing, which will be considered the Closing (“Employee Excluded Liabilities” for purposes of this Agreement, including Section 2.3 hereof:”): (1i) Employment Liabilities, including but not limited to payments or entitlements that a Seller may owe or have promised to pay to any current or former Business Employees, including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, post-employment medical or life obligations, pension contributions, taxesTaxes, and any other liability, payment or obligations related to current or former Business Employees, consultants including any liability arising under the WARN Act (other than any WARN Act liability of Buyer to any New Buyer Employee arising from or contractorsrelating to Buyer’s termination of the employment of any New Buyer Employee in a manner contrary to the last sentence of Section 6.2), workers compensation or similar Law, if any, including any such liabilities arising out of or resulting in connection with the Closing and/or the consummation of the transactions contemplated by this Agreement, other than with respect to such liabilities to New Buyer Employees arising after the Closing, with respect to New Buyer Employees who are terminated by Buyer and with respect to which the liabilities are incurred under the Buyer’s plans and arrangements. For the avoidance of doubt, the foregoing is not intended to abrogate Buyer’s obligations hereunder to assume the New Buyer Employee Liabilities; (2ii) all payments with respect to the current or former Business Employees that are due to be paid prior to or on the Closing Date (including, without prejudice to the generality of the foregoing, pension contributions, insurance premiums and taxation) to any third party Person in connection with the employment of any of the current or former Business Employees; and (3iii) any non-forfeitable claims or expectancies of any current or former Business Employees from their prior employment with a Seller or an any ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (iib) All costs costs, disbursements and disbursements, if any, other liabilities incurred in connection with the termination by Seller of any employment of any Business Employee whether or not becoming a New Buyer Employee prior to or in connection with the Closing Date Closing, whether under any policy or agreement or any applicable Law (including any Designated Employee who does not accept an offer of employment with PurchaserBuyer) shall be borne by Seller; provided, however, that Purchaser shall promptly reimburse Seller for up Sellers except to $515,000 in actual costs and disbursements incurred by Seller in connection with the termination by Seller within 120 days following the Closing of any Employees who do not become Continuing Employees; (iii) All costs and disbursements incurred in connection with the termination by the Purchaser of any employment of any extent constituting New Buyer Employee on or after the Closing Date shall be borne by the PurchaserLiabilities.

Employee Liability Claims. (ia) As between Buyer, on the partiesone hand, and Sellers and ERISA Affiliates, on the Seller other, Sellers and any ERISA Affiliate shall (i) sponsor and (ii) assume or retain, as the case may be, and be solely responsible for all of the following from and after Closing, which will be considered the Closing (“Employee Excluded Liabilities” for purposes of this Agreement, including Section 2.3 hereof:”): (1i) Employment Liabilities, including but not limited to payments or entitlements that a Seller may owe or have promised to pay to any current or former Business Employees, including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, post-employment medical or life obligations, pension contributions, taxesTaxes, and any other liability, payment or obligations related to current or former Business Employees, consultants including any liability arising under the WARN Act (other than any such WARN Act liability arising from or contractorsrelating to Buyer’s termination of the employment of any New Buyer Employee in a manner contrary to the last sentence of Section 6.2), workers compensation or similar Law, if any, including any such liabilities arising out of or resulting in connection with the Closing and/or the consummation of the transactions contemplated by this Agreement, other than with respect to such liabilities arising after the Closing, with respect to New Buyer Employees who are terminated by Buyer and with respect to which the liabilities are incurred under the Buyer’s plans and arrangements. For the avoidance of doubt, the foregoing is not intended to abrogate Buyer’s obligations hereunder to assume the New Buyer Employee Liabilities; (2ii) all payments with respect to the current or former Business Employees that are due to be paid prior to or on the Closing Date (including, without prejudice to the generality of the foregoing, pension contributions, insurance premiums and taxation) to any third party Person in connection with the employment of any of the current or former Business Employees; and (3iii) any non-forfeitable claims or expectancies of any current or former Business Employees from their prior employment with a Seller or an any ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (ii) All costs and disbursements, if any, incurred in connection with the termination by Seller of any employment of any Employee prior to or in connection with the Closing Date (including any Employee who does not accept an offer of employment with Purchaser) shall be borne by Seller; provided, however, that Purchaser shall promptly reimburse Seller for up to $515,000 in actual costs and disbursements incurred by Seller in connection with the termination by Seller within 120 days following the Closing of any Employees who do not become Continuing Employees; (iiib) All costs and disbursements incurred in connection with the termination by the Purchaser of any employment of any Business Employee on whether or after not becoming a New Buyer Employee prior to or in connection with the Closing Date Closing, whether under any policy or agreement or any applicable Law (including any Designated Employee who does not accept an offer of employment with Buyer) shall be borne by Sellers except to the Purchaserextent constituting New Buyer Employee Liabilities.