Employment, Consulting and Severance Agreements. Except as otherwise provided in this Agreement, effective as of the Effective Time, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee, a Part D Employee (including an Inactive Part D Employee), a Former Part D Employee or any other former employee of the Company or any of its Subsidiaries to which any member or former member of the Part D Group or Newco Group is a party, as the same are in effect immediately prior to such time: (i) any such agreement with a Newco Employee or former employee of the Company or any of its Subsidiaries other than a Former Part D Employee shall be assumed by Newco; (ii) any such agreement with a Part D Employee or Former Part D Employee shall be assumed by the Company, and in the case of (i) and (ii) Newco or the Company, as the case may be, will become solely responsible for the Liabilities (and solely entitled to the rights) under such agreements. Any such agreement relating to an Inactive Part D Employee shall initially be assumed by Newco, but shall be assumed by the Company as of the date that the Company is required to rehire such Inactive Part D Employee in accordance with the terms of this Agreement or applicable Law. Notwithstanding the foregoing, if any Former Part D Employee or Part D Employee (including any Inactive Part D Employee) is party to an agreement of the type described in this Section 7.06, which agreement includes restrictive covenants that protect the Newco Business, then Newco and the Newco Group shall have the right to enforce such covenants as they relate to the Newco Business and if any Newco Employee or former employee of the Company or any of its Subsidiaries (other than a Former Part D Employee) is party to an agreement of the type described in this Section 7.06, which agreement includes restrictive covenants that protect the Medicare Part D Business, then the Company and the Part D Group shall have the right to enforce such covenants as they relate to the Medicare Part D Business.
Employment, Consulting and Severance Agreements. Effective as of the Time of Contribution, Newco shall assume, or cause the Newco Group to assume, all liabilities and obligations attributable to Newco Group Continuing Employees and Newco Group Former Employees under their respective employment, consulting and severance agreements with the Company or its Subsidiaries, as the same are in effect immediately prior to the Time of Contribution. Effective as of the Time of Contribution, the Company shall retain, or cause the Company Group to retain, all liabilities and obligations attributable to Company Group Continuing Employees and Company Group Former Employees under their respective employment, consulting and severance agreements with the Company or its Subsidiaries, as the same are in effect immediately prior to the Time of Contribution.
Employment, Consulting and Severance Agreements. Effective as of the Time of Distribution, GBC shall assume all liabilities and obligations attributable to GBC Employees under their respective employment, consulting and severance agreements with the Retained Companies or the GBC Companies, as the same are in effect immediately prior to the Time of Distribution subject to the rights of GBC to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. Effective as of the Time of Distribution, the Company shall retain all liabilities and obligations attributable to Retained Employees under their respective employment, consulting and severance agreements with the Retained Companies or the GBC Companies to the extent disclosed in Annex L attached hereto ("Listed Agreements"), as the same are in effect immediately prior to the Time of Distribution subject to the rights of the Company to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. The Company and GBC agree that the transactions contemplated by this Distribution Agreement shall not constitute severance of employment of any Retained Employee or any GBC Employee.
Employment, Consulting and Severance Agreements. Effective as of the Effective Time, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee or a Aduddell Employee, to which Aduddell Roofing or Newco Companies xx x xxxty, as the same are ix xxxxxx immediately before such time, any such agreement with a Newco Employee shall be assumed by Newco, and that any such agreement with a Aduddell Employee shall be assumed by the Company, and in respect xx xxxxx Newco or the Company, as the case may be, becomes solely responsible for the obligations and Liabilities (and solely entitled to the rights) under such agreements.
Employment, Consulting and Severance Agreements. Effective as of the Time of Distribution, New Gaylxxx xxxll assume all liabilities and obligations attributable to New Gaylxxx Xxxloyees under their respective employment, consulting and severance agreements with the Retained Companies or the New Gaylxxx Xxxpanies, as the same are in effect immediately prior to the Time of Distribution subject to the rights of New Gaylxxx xx alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. Effective as of the Time of Distribution, the Company shall retain all liabilities and obligations attributable to Retained Employees under their respective employment, consulting and severance agreements with the Retained Companies or the New Gaylxxx Xxxpanies to the extent disclosed in Annex L attached hereto ("Listed Agreements"), as the same are in effect immediately prior to the Time of Distribution subject to the rights of the Company to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. The Company and New Gaylxxx xxxee that the transactions contemplated by this Distribution Agreement shall not constitute severance of employment of any Retained Employee or any New Gaylxxx Xxxloyee.
Employment, Consulting and Severance Agreements. Effective as of the Effective Time and except as set forth in Section 6.7 hereof, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee or a Sunrise Employee, to which any of the Sunrise Companies or Newco Companies is a party, as the same are in effect immediately prior to such time, any such agreement with a Newco Employee shall be assumed by Newco, and that any such agreement with a Sunrise Employee shall be assumed by the Company, and in respect of which Newco or the Company, as the case may be, becomes solely responsible for the obligations and Liabilities (and solely entitled to the rights) under such agreements.
Employment, Consulting and Severance Agreements. Except as otherwise provided in this Agreement, effective as of the Closing, Sellers shall use their reasonable best efforts (which, for this purpose, shall not require the Sellers to deliver any payment or compensation), to have any Transferred Employee set forth in Section 8.10 of the Sellers Disclosure Letter who is a party to an individual agreement that includes a non-competition covenant in favor of the Mexx Canada Business to agree to assignment of such agreement to the Buyers, and the Buyers shall assume all employment agreements; collective agreements; certification orders; consulting, indemnification, termination, severance, Assigned Mexx Canada Benefit Plans, or any other agreements with or in connection with any Transferred Employee or any trade union or association of employees to which any of the Sellers and their respective Subsidiaries is a party as are in effect immediately prior to Closing. Notwithstanding the foregoing, if any former employee of the Mexx Canada Business is party to an agreement which includes restrictive covenants that protect the Mexx Canada Business, then the Buyers and their respective Subsidiaries shall have the right to enforce such covenants as they relate to the Mexx Canada Business and if any Mexx Canada Employee or former employee of a Seller or any of its Subsidiaries is party to an agreement which agreement includes restrictive covenants that protect the Liz Business, then such Seller and its Subsidiaries shall have the right to enforce such covenants as they relate to the Liz Business.
