Common use of Employment Liabilities Clause in Contracts

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 employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and obligations under Law with respect to occupational injuries and illnesses.

Employment Liabilities. (a) Seller CCR shall indemnify, defend and hold harmless the Buyer CCBCC Indemnified Parties against, and reimburse any Buyer CCBCC Indemnified Party for, all Losses that such Buyer CCBCC 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 CCR who are not hired by Buyer CCBCC hereunder. Buyer CCBCC 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 employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and obligations under Law with respect to occupational injuries and illnesses.

Employment Liabilities. At the Closing, and except as otherwise provided in this Section 7.08, Buyer shall assume all liabilities relating to or in any way connected with the employment and/or dismissal of any Company Employee or Former Company Employee (athe “Seller Employment Liabilities”). Effective as of the Closing Date, (i) Buyer hereby indemnifies Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties its Affiliates from and against, and reimburse agrees to hold each of them harmless from, against and in respect of, any Buyer Indemnified Party forand all Damages arising out of, all Losses that such Buyer Indemnified Party may at any time suffer resulting from or incur, or become subject to, as a result of or in connection with (i) Employment-Related Obligations owed relating to any Business Employee (or their spouses or beneficiaries) to the extent arising prior to the Closing Seller Employment Liability and (ii) any employees of other than with respect to a Seller who are not hired by Employment Liability, Seller shall indemnify Buyer hereunder. Buyer shall indemnifyand its Affiliates (including, defend following the Closing, each Target Company) from and hold harmless the TCCC Indemnified Parties against, and reimburse agrees to hold each of them harmless from, against and in respect of, any TCCC Indemnified Party for, and 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 Damages arising out of, related toresulting from or relating to the employment or service (or the termination of employment or service) of any Person by Seller or any of its Subsidiaries. “Former Company Employee” means any former employee of a Target Company who (A) as of his or her last day of employment with Seller and its Subsidiaries, in respect of was employed by a Target Company and (B) throughout his or in connection with her employment relationships or alleged or potential employment relationships with the indemnifying party Seller and its Subsidiaries, spent fifty percent (50%) or their Affiliates relating to employees, leased employees, applicants and/or independent contractors more of his or those individuals who are deemed to be employees her working time in the operation 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 likeBusiness. Without limiting the generality of Notwithstanding the foregoing, with respect to any employeeFormer Company Employee who, leased employeesthroughout his or her employment with the Seller and its Subsidiaries, and/or independent contractors spent less than seventy-five percent (75%) or those individuals who are deemed to be employeesmore of his or her working time in the operation of the Business, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and Buyer’s obligations under Law this Section 7.08(i) shall not exceed (i) the amount of the Damages arising out of, resulting from or relating to a Seller Employment Liability with respect to occupational injuries such Former Company Employee (calculated after reduction for the portion of such Damages that could be covered by an insurance policy) times (ii) a percentage (not to exceed seventy-five percent (75%)) representing the portion of such Former Company Employee’s working time throughout his or her employment with the Seller and illnessesits Subsidiaries that was spent in the operation of the Business.

Employment Liabilities. (a) Seller CCBC United shall indemnify, defend and hold harmless the Buyer CCBCC Indemnified Parties against, and reimburse any Buyer CCBCC Indemnified Party for, all Losses that such Buyer CCBCC 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 CCBC United who are not hired by Buyer the CCBCC Parties hereunder. Buyer The CCBCC Parties shall indemnify, defend and hold harmless the TCCC CCBC United Indemnified Parties against, and reimburse any TCCC CCBC United Indemnified Party for, all Losses that such TCCC CCBC United 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 employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and obligations under Law with respect to occupational injuries and illnesses.

Employment Liabilities. (a) Seller The CCBCC Parties shall indemnify, defend and hold harmless the Buyer CCBC United Indemnified Parties against, and reimburse any Buyer CCBC United Indemnified Party for, all Losses that such Buyer CCBC United 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 the CCBCC Parties who are not hired by Buyer CCBC United hereunder. Buyer CCBC United shall indemnify, defend and hold harmless the TCCC CCBCC Indemnified Parties against, and reimburse any TCCC CCBCC Parties Indemnified Party for, all Losses that such TCCC CCBCC 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 employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and obligations under Law with respect to occupational injuries and illnesses.

Employment Liabilities. From and after the Closing Date, 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 3.3 hereof: (a) Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties against, and reimburse any Buyer Indemnified Party for, all Losses Employment Liabilities arising out of facts or events 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 occurred prior to the Closing and Date (ii) other than the Post-Closing Special Bonus Payments), including but not limited to payments or entitlements that Seller may owe or have promised to pay to the Designated Employees, Key Employees or any employees of Seller who are not hired by Buyer hereunder. Buyer shall indemnifyother Employees, defend and hold harmless the TCCC Indemnified Parties againstincluding wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, pension contributions, taxes, and reimburse any TCCC Indemnified Party forother liability, payment or obligations related to Employees or contractors; (b) all Losses payments with respect to Employees 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 due to be employees of paid prior to or on the indemnifying party or their Affiliates by contract or LawClosing Date (including, including claims related without prejudice 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 employeepension contributions, leased employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll insurance premiums and social security Taxes, contributions (whether voluntary or involuntarytaxation) to any retirementthird party in connection with the employment of any of the Employees; and (c) any non-forfeitable claims of any Designated Employees from their prior employment with Seller or an ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (d) all costs and disbursements incurred in connection with the termination of any employment of a Designated Employee, health and welfare Key Employee or similar plan any other Employee prior to or arrangement, notice, severance or similar payments required under Law and obligations under Law in connection with respect to occupational injuries and illnessesthe Closing Date (including any Designated Employee who does not accept an offer of employment with Purchaser) shall be borne by Seller.

Employment Liabilities. From and after the Closing Date, 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 3.3 hereof: (a) Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties against, and reimburse any Buyer Indemnified Party for, all Losses Employment Liabilities arising out of facts or events 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 occurred prior to the Closing and Date (ii) other than the Post-Closing Special Bonus Payments), including but not limited to payments or entitlements that Seller may owe or have promised to pay to the Designated Employees, Key Employees or any employees of Seller who are not hired by Buyer hereunder. Buyer shall indemnifyother Employees, defend and hold harmless the TCCC Indemnified Parties againstincluding wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commission, pension contributions, taxes, and reimburse any TCCC Indemnified Party forother liability, payment or obligations related to Employees or contractors; (b) all Losses payments with respect to Employees 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 due to be employees of paid prior to or on the indemnifying party or their Affiliates by contract or LawClosing Date (including, including claims related without prejudice 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 employeeAsset Purchase Agreement Execution Version pension contributions, leased employees, and/or independent contractors or those individuals who are deemed to be employees, “Employment-Related Obligations” includes payroll insurance premiums and social security Taxes, contributions (whether voluntary or involuntarytaxation) to any retirementthird party in connection with the employment of any of the Employees; and (c) any non-forfeitable claims of any Designated Employees from their prior employment with Seller or an ERISA Affiliate which have been incurred or accrued on or prior to the Closing Date. (d) all costs and disbursements incurred in connection with the termination of any employment of a Designated Employee, health and welfare Key Employee or similar plan any other Employee prior to or arrangement, notice, severance or similar payments required under Law and obligations under Law in connection with respect to occupational injuries and illnessesthe Closing Date (including any Designated Employee who does not accept an offer of employment with Purchaser) shall be borne by Seller.

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 With respect to claims for welfare benefits by Transferred Employees (including any Business Employee beneficiary or dependent thereof), Seller shall retain (or their spouses or beneficiaries1) all liabilities and obligations arising under any Benefit Plan to the extent arising that such liability or obligation relates to claims that are covered by such Benefit Plans and were incurred (whether or not reported) prior to the Closing Date, and (2) all liabilities and obligations arising under any workers' compensation arrangement to the extent such liability or obligation relates to claims incurred prior to the Closing Date, including liability for any retroactive worker's compensation premiums attributable to such period. Buyer shall be responsible, in accordance with the terms of the Buyer Employee Plans, for (X) all liabilities and obligations arising under any such Buyer Employee Plan to the extent that such liability or obligation relates to claims that are covered by such Buyer Employee Plans and were incurred (whether or not reported) on or after the Closing Date, and (Y) all liabilities and obligations arising under any workers' compensation arrangement to the extent such liability or obligation relates to claims incurred on or after the Closing Date, including liability for any retroactive workers' compensation premiums attributable to such period. (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 AgreementSection 5.6(f)(i), “Employmentclaims shall be deemed to have been incurred: (A) with respect to all death or dismemberment claims, on the actual date of death, dismemberment or injury resulting in death; (B) with respect to all disability claims, other than short-Related Obligations” means all Losses arising out ofterm disability, related toon the date the claimant became unable to (X) perform his or her regular duties of employment, in the case of an employee claimant, or (Y) perform the normal day-to-day responsibilities that would reasonably be expected of someone of similar age and lifestyle, in the case of a dependent claimant; (C) with respect of to short-term disability claims, on each day for which income benefits are payable to the claimant; (D) with respect to all medical, drug or in connection with employment relationships dental claims, on the date the service was received or alleged or potential employment relationships with the indemnifying party or their Affiliates supply was purchased by the claimant; provided, however, a medical claim relating to employees, leased employees, applicants and/or independent contractors or those individuals who are a claimant's hospitalization shall be deemed to be employees of incurred on the indemnifying party or their Affiliates by contract or Law, including claims related to discrimination, torts, compensation for services date the claimant was first hospitalized; and (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 2.5E) 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 employeeworkers' compensation claims, leased employees, and/or independent contractors or those individuals who are deemed on the date the incident giving rise to be employees, “Employment-Related Obligations” includes payroll and social security Taxes, contributions (whether voluntary or involuntary) to any retirement, health and welfare or similar plan or arrangement, notice, severance or similar payments required under Law and obligations under Law with respect to occupational injuries and illnessesthe claim occurred.