Employment Liabilities. Upon expiry, termination or assignment of an Order howsoever arising, each party shall be responsible for any Employment Liabilities arising in relation to its own staff during the Order and on the expiry or termination of such Order. Accordingly, each party shall indemnify, and hold the other party harmless, from and against all Employment Liabilities which the other party or its Representatives may incur arising from or in connection with the expiry, termination or assignment of an Order.
Employment Liabilities. (a) Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties against, and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with (i) Employment-Related Obligations owed to any Business Employee (or their spouses or beneficiaries) to the extent arising prior to the Closing and (ii) any employees of Seller who are not hired by Buyer hereunder. Buyer shall indemnify, defend and hold harmless the TCCC Indemnified Parties against, and reimburse any TCCC Indemnified Party for, all Losses that such TCCC Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with Employment-Related Obligations owed to any Transferred Employee (or their spouses or beneficiaries) to the extent arising after the Closing. For purposes of this Employee Matters Agreement, “Employment-Related Obligations” means all Losses arising out of, related to, in respect of or in connection with employment relationships or alleged or potential employment relationships with the indemnifying party or their Affiliates relating to employees, leased employees, applicants and/or independent contractors or those individuals who are deemed to be employees of the indemnifying party or their Affiliates by contract or Law, including claims related to discrimination, torts, compensation for services (and related employment and withholding taxes), workers compensation or similar benefits and payments on account of occupational illnesses and injuries, employment contracts, invasion of privacy, infliction of emotional distress, defamation, slander, provision of leave under the FMLA or other similar Laws, car programs, relocation, expense-reporting, tax protection policies, claims arising out of WARN (except as otherwise set forth in Section 2.5) or employment, terms of employment, transfers, re-levels, demotions, failure to hire, failure to promote, compensation policies, practices and treatment, termination of employment, harassment, pay equity, employee benefits (including post-employment welfare and other benefits), employee treatment, employee suggestions or ideas, fiduciary performance, employment practices, the modification or termination of employee benefit plans, policies, programs, agreements and arrangement, and the like. Without limiting the generality of the foregoing, with respect to any employee, leased em...
Employment Liabilities. Any liability relating to, resulting from, or arising out of (and whether or not such liabilities arise prior to, on or following the Closing Date) (i) Seller’s actual or prospective employment or engagement, retention and/or termination of any current or former employee or service provider of Seller or any affiliate of Seller (including liabilities for compensation or benefits or liabilities with respect to a claim of an unfair labor practice or under any employment Law or regulation), (ii) any Seller Employee Benefit Plan (including, without limitation, any liability to make any payment or payments to any third party as a result of the transactions contemplated by this Agreement or worker’s compensation claims),
Employment Liabilities. 4.1 All wages, salaries, employer’s liabilities in respect of associated Taxes and other periodic outgoings in respect of the Transferred Employees which relate to a period:
4.1.1 on and after the Effective Time shall be borne or discharged by the Purchaser or relevant member of the Purchaser’s Group; and
4.1.2 before the Effective Time shall be borne or discharged by the Seller or relevant member of its Group to which they relate.
4.2 Subject to paragraph 4.1, each Seller shall (for itself and for each member of its Group) indemnify and keep indemnified the Purchaser (for itself and as trustee for each other member of its Group) against all Losses (ignoring any amount in respect of Employee Benefits, as to which see Schedule 8) in respect of:
4.2.1 the employment of any Employee at any time prior to the Effective Time (excluding any Transferred Employee Benefit Liabilities (as defined in Schedule 8) of that Seller which the Purchaser agrees to assume in accordance with Schedule 8);
4.2.2 any termination of the employment of any Employees prior to the Effective Time and any termination of the employment of any Employees on and after the Effective Time but prior to the Closing Date which are not otherwise covered by paragraph 4.3.2 , including, but not limited to, all claims relating to severance, termination pay, pay in lieu of notice of termination and similar obligations (excluding any liability arising directly as a result of any breach of the commitments set out in paragraph 5 or 6 below by the Purchaser or a member of the Purchaser’s Group and any act or omission by the Purchaser or any member of the Purchaser’s Group in relation to any Employee before the Closing Date as a result of which that Employee treats his employment as having been terminated prior to the Closing Date);
4.2.3 any amount which becomes payable to any Employee or benefit to which any Employee becomes entitled by reason of this Agreement or the matters it contemplates, including any change of control or other payment or benefit (and including any enhancement of severance terms on a subsequent termination of employment but excluding any Losses relating to any share-based incentive schemes, as to which see paragraph 10 below);
4.2.4 any failure by such Seller or any other member of such Seller’s Group to comply with any obligation to inform or consult with employee representatives in connection with the matters contemplated by this Agreement (other than as a result of any failure se...
Employment Liabilities. Supplier shall at all times during the term of the Agreement and upon the expiration, termination or any assignment of the Agreement howsoever arising, remain responsible and liable for its Personnel and all Employment Liabilities in respect of its Personnel.
Employment Liabilities any and all liabilities (including social security liabilities) connected with or arising from the employment of employees or the use or engagement of Personnel and their health and safety at work including any requirement to inform or consult such individuals or their representatives.
Employment Liabilities. 2.1 This clause 2 sets out the general principles for allocating employment and service-related Liabilities between the parties. In the event of a conflict between the provisions of this clause 2 (other than clause 2.3 below) and any other clause in this Agreement, the provisions of the other clause shall prevail.
2.2 All employment and service-related Liabilities (including wages, salaries, employer’s Liabilities in respect of associated Taxes and other periodic outgoings) in respect of:
(a) Alcon Employees, whether arising before, on or after the Transfer Date, shall be borne or discharged by Alcon Inc. or a relevant member of its Group; and
(b) Novartis Employees, whether arising before, on or after the Transfer Date, shall be borne or discharged by Novartis or a relevant member of its Group.
2.3 Except as provided under clause 1.2(e) above or clause 2.4(v) below, notwithstanding any other provision in this Agreement to the contrary, all severance costs and Liabilities in respect of employees who meet the criteria set out at clause 1.1
(a) (i) or clause 1.1(b)(i) above, and, in each case, are or were employees of the Novartis Group, but who do not in fact transfer to Alcon Inc. (or a relevant member of its Group) on or prior to the Separation Date (e.g., because they have refused to transfer), shall be borne or discharged by Novartis or a relevant member of its Group.
2.4 Alcon Inc. shall (for itself and for each member of its Group) indemnify and keep indemnified Novartis (for itself and as trustee for each other member of its Group) against all Liabilities (ignoring any amount in respect of Long-Term Employee Benefits, as to which see Part B) in respect of:
(i) the employment of any of the Alcon Employees (including, without limitation, any changes to terms and conditions of employment by Alcon Inc. or any other member of its Group);
(ii) any termination of the employment of any Alcon Employee following the Transfer Date including, but not limited to, all claims relating to severance, termination pay, pay in lieu of notice of termination and similar obligations;
(iii) any failure by Alcon Inc. or any other member of its Group to provide information and reasonable assistance to Novartis to enable Novartis or any member of its Group to comply with any obligation to inform or consult with employee representatives in connection with the matters contemplated by this Agreement;
(iv) any breach by Alcon Inc. or any member of its Group of clause 5 below; and
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Employment Liabilities. All wages, salaries, employer’s liabilities in respect of associated Taxes and other periodic outgoings in respect of the Transferred Employees which relate to a period:
Employment Liabilities. Employment Liabilities" has the meaning set forth in Schedule 2.01 to the Employee Matters Agreement.
Employment Liabilities. On and after the Closing Date, ADI shall be responsible and liable for all liabilities and obligations (including under any benefit plans) in connection with the employment before, on or after Closing (or termination of employment) of the Business Employees hired by ADI including the assumption of any employment agreements with respect to such Business Employees.
