Employee-Related Liabilities. Employee Related Liabilities shall be designated as follows:
(a) Separation Costs subsequent to the Control Date associated with agreement employees at CRC's or its Affiliates' shops in Altoona and Hollidaysburg shall be the responsibility of NSR. Separation Costs subsequent to the Control Date associated with agreement employees at CRC's or its Affiliates' headquarters in Philadelphia, technology center in Philadelphia, and customer service center in Pittsburgh (notwithstanding its joint use as a SSO Facility) will be the responsibility of CSXT.
(b) The on-going employee expenses related to Continuing CRC Management after the Control Date shall be Corporate Level Liabilities; provided that (i) each of CSX and NSC shall have the right pursuant to Section 2.3 to discontinue use of a Continuing CRC Management function or a position related to a SSO Facility and (ii) each of CSX and NSC shall have the right pursuant to Section 2.4 to discontinue use of a function performed by, or a position occupied by, an employee identified pursuant to clause (b) of the definition of Continuing CRC Management. Notwithstanding the foregoing, Separation Costs associated with Continuing CRC Management employees after the Closing Date shall be allocated as otherwise provided in this Agreement.
(c) In each instance subsequent to the Control Date and subject to the provisions of Section 6.2(a) above, (i) Separation Costs associated with CRC agreement employees working jobs at or in respect of NYC Allocated Assets will be the sole responsibility of CSXT, (ii) Separation Costs associated with CRC agreement employees working jobs at or in respect of PRR Allocated Assets will be the sole responsibility of NSR, (iii) for each CRC agreement employee working a job at or in respect of Retained Assets, Separation Costs will be a Corporate Level Liability, and (iv) Separation Costs associated with CRC or CRR agreement employees working jobs at or in respect of two or more such properties (i.e., NYC Allocated Assets, PRR Allocated Assets and Retained Assets) will be treated as the responsibility of CSXT, NSR, or as a Corporate Level Liability, depending upon the Asset at or in respect of which the employee predominantly works.
(d) Subject to Sections 6.2(a) and (e), if an employee of CRR, CRC or their respective Affiliates on the Control Date who is subject to any protective conditions imposed by the STB pursuant to the transactions contemplated by this Agreement or the Ancillary Agreements...
Employee-Related Liabilities. 44 Section 6.3. Non-Agreement Employee Benefit Plans 46 Section 6.4. Residual Liability . . . . . . . . . . 47
Employee-Related Liabilities. Transferor represents that there are no employees of Transferor or any Ameren affiliate employed at the Plant.
Employee-Related Liabilities. All liabilities and obligations to any persons at any time employed by such Asset Seller or its Affiliates or their respective predecessors-in-interest in the Business or otherwise, at any time or to any such person's spouse, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such persons' employment by such Asset Seller or its Affiliates or their respective predecessors-in-interest, whenever such claims mature or are asserted, including, without limitation, all liabilities and obligations arising (i) under any Employee Plans, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization laws, (iii) under any collective bargaining Laws, agreements or arrangements, or (iv) in connection with any workers' compensation or any other employee health, accident, disability or safety claims;
Employee-Related Liabilities. All liabilities and obligations to any persons at any time employed by Transferor or its Affiliates except Transferee or their respective predecessors-in-interest in the Business or otherwise, at any time or to any such person's spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such persons' employment with Transferor or its Affiliates except Transferee or their respective predecessors- in-interest, whenever such claims mature or are asserted, including, without limitation, all liabilities and obligations arising (i) under any Employee Plans, (ii) under any employment, wage and hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization Laws (as hereinafter defined), (iii) under any collective bargaining Laws, agreements or arrangements, or (iv) in connection with any workers' compensation or any other employee health, accident, disability or safety claims. For purposes of this Agreement, the term "Laws" shall mean any statutes, laws, rules, regulations, orders, ordinances, codes and decrees of Governmental Authorities;
Employee-Related Liabilities. (a) Except as otherwise expressly provided to the contrary in this Article VI, Seller or its designated Affiliate shall retain all assets and Liabilities related to the Seller Benefit Plans, and neither Purchaser nor any of its Affiliates shall have any Liability with respect thereto. Except as otherwise expressly provided to the contrary in this Article VI, Purchaser shall be liable and responsible for all Liabilities and obligations in respect of benefits accrued on and after the date of this Agreement, by Transferred Employees under the Purchaser Benefit Plans, and neither Seller nor any of its Affiliates shall have any Liability with respect thereto.
(b) Except as otherwise expressly provided to the contrary in this Article VI, Seller and its Affiliates shall, in the ordinary course of business consistent with past practice (including with respect to the timing of any payments), retain, bear and discharge all Liabilities for claims of Transferred Employees incurred prior to the date of this Agreement under the Seller Benefit Plans and Purchaser and its Affiliates shall bear and discharge all Liabilities for claims of Transferred Employees incurred on and after the date of this Agreement under the Purchaser Benefit Plans. For purposes of this Section 6.10(b), except as otherwise provided under an applicable benefit plan, a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, and sickness/accident/disability programs) or on the date that treatment or services are provided (for purposes of health care programs).
Employee-Related Liabilities. 3 1.7. Maxxim LLC............................................................................................3 1.8. PCC...................................................................................................3 1.9. Recurrence Claim......................................................................................3 1.10. Third Parties.........................................................................................3 1.11. UMWA..................................................................................................4 1.12. Workers' Compensation and Federal Black Lung Liabilities..............................................4 ARTICLE II
Employee-Related Liabilities. 9 ARTICLE
Employee-Related Liabilities. In order to assist PCC with regard to the satisfaction of the Employee Related Liabilities, PCC and Maxxim LLC agree as follows:
Employee-Related Liabilities. Seller shall be responsible for (A) the payment of all wages and other remuneration, including payment for commission, incentive or bonus (even if that payment is payable after the Closing Date), due to Transferred Business Employees with respect to their services as employees of Seller and its Subsidiaries through the Closing Date; (B) the payment of any termination or severance payments for terminations of employment occurring prior to or on the Closing and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA with respect to employment terminations occurring prior to or on the Closing; and (C) any and all payments/notices to employees required under the WARN Act, in each case, incurred as a result of any termination by Seller and its Subsidiaries of the termination of employment of employees of the Seller and its Subsidiaries before or on the Closing, including with respect to any transfer of Business Employees by Seller to the Purchased Companies at any time whether before or after the Closing Date. The Purchaser shall be responsible for and assume all liability for (A) all notices or payments, including payment for commission, incentive or bonus that become payable after the Closing Date, due to any Business Employees after the Closing Date, (B) the payment of any termination or severance payments for terminations of employment occurring after the Closing and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA with respect to employment terminations occurring after the Closing; and (C) any and all payments/notices to employees required under the WARN Act, in each case, incurred as a result of any termination by Purchaser and its Subsidiaries of employment of employees of the Purchaser and its Subsidiaries after the Closing, except for any transfer of Business Employees by Seller to the Purchased Companies whether before or after the Closing Date.
