Employment Litigation Clause Samples

Employment Litigation. Except as otherwise expressly provided in this Agreement (and subject to Sections 2.3(b)(iii) and (iv) below): (i) RemainCo and/or the other RemainCo Entities shall be solely liable for, and no SpinCo Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities (A) regarding RemainCo Employees and/or prospective RemainCo Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any RemainCo Entity or any SpinCo Entity, whether the basis for such claims arose before, on, or after the Distribution Date, including, without limitation, any claim or Liability relating to or arising out of any such individual’s participation in a RemainCo Benefit Plan or SpinCo Benefit Plan; (B) regarding Former RemainCo Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any RemainCo Entity or any SpinCo Entity, if such claim or Liability arose before the Distribution Date and, at the time such claim or Liability was incurred, such Former RemainCo Employee was providing services primarily for the benefit of the RemainCo Business, including, without limitation, any claim or Liability relating to or arising out of any such individual’s participation in a RemainCo Benefit Plan or SpinCo Benefit Plan prior to the Distribution Date; and (C) regarding, relating to or arising out of the Benefit Plan(s) set forth on Schedule A attached hereto. (ii) SpinCo and/or the other SpinCo Entities shall be solely liable for, and no RemainCo Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities (A) regarding SpinCo Employees and/or prospective SpinCo Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any SpinCo Entity or RemainCo Entity, whether the basis for such claims arose before, on, or after the Distribution Date, including, without limitation, any claim or Liability relating to or arising out of any such individual’s participation in a SpinCo Benefit Plan or a RemainCo Benefit Plan; and (B) regarding Former SpinCo Employees, rel...

Employment Litigation. Subject to the Separation Agreement, Potlatch shall have the sole responsibility for all employment-related claims regarding Potlatch Employees, and Clearwater shall have the sole responsibility for all employment-related claims regarding Clearwater Employees, that exist, or come into existence, on or after the Distribution Date arising out of or relating to or resulting from their employment in the Retained Business or Pulp-Based Business, respectively.

Employment Litigation. (a) CLAIMS TO BE TRANSFERRED TO MYKROLIS AND/OR JOINTLY DEFENDED BY MILLIPORE AND MYKROLIS. As of the Separation Date (or such other date as Millipore and Mykrolis may mutually agree), Millipore and Mykrolis shall enter into a written agreement that specifies the legal responsibility and accompanying liability for identified claims of Mykrolis.

Employment Litigation. 13 -ii- TABLE OF CONTENTS (CONTINUED) Page ---- ARTICLE VIII GENERAL PROVISIONS......................................................................................13

Employment Litigation. Except as otherwise expressly provided in this Agreement and to the extent permissible under applicable Law, (i) SeaSpine and/or the other SeaSpine Entities shall be solely liable for, and no Integra Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding SeaSpine Employees, prospective SeaSpine Employees and/or Former SeaSpine Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Integra Entity or SeaSpine Entity, whether the basis for such claims arose before, as of, or after the Distribution Time, and (ii) Integra and/or the other Integra Entities shall be solely liable for, and no SeaSpine Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Integra Employees, prospective Integra Employees and/or Former Integra Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Integra Entity or SeaSpine Entity, whether the basis for such claims arose before, as of, or after the Distribution Time.

Employment Litigation. (a) Claims to be Transferred to Luminent and/or Jointly Defended by MRV and Luminent. On or before the Separation Date, MRV and Luminent will enter into a written agreement that specifies the legal responsibility and accompanying Liability for identified claims of Luminent.

Employment Litigation. ADESA shall have the sole responsibility for all employment-related claims regarding ADESA Employees and ADESA Transferred Employees that exist, or come into existence, on or after the IPO Date relating to, arising out of, or resulting from their employment with ADESA.

Employment Litigation. The Enova Group will have the sole responsibility for all employment-related claims that exist, or come into existence, on or after the IPO Effective Date relating to, arising out of, or resulting from any individual’s employment with the Enova Group, except that CAI will be responsible for any such claims relating to, arising out of, or resulting from the CAI Benefit Plans to the extent not assumed or retained by the Enova Group hereunder.

Employment Litigation. Except as otherwise expressly provided in this Agreement, (i) Highlands and/or the other Highlands Entities shall be solely liable for, and no InvenTrust Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Highlands Employees, prospective Highlands Employees and/or Former Highlands Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any InvenTrust Entity or Highlands Entity, whether the basis for such claims arose before, as of, or after the Effective Time, and (ii) InvenTrust and/or the other InvenTrust Entities shall be solely liable for, and no Highlands Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding InvenTrust Employees, prospective InvenTrust Employees and/or Former InvenTrust Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any InvenTrust Entity or Highlands Entity, whether the basis for such claims arose before, as of, or after the Effective Time.