Employment-Related Claims. An employment-related claim shall include any actual or threatened lawsuit, arbitration, ERISA claim, or federal, state, or local judicial or administrative proceeding of whatever kind involving a demand by or on behalf of or relating to Retained Individuals or Choice Individuals, or by or relating to a collective bargaining agent of Employees, or by or relating to any federal, state or local government agency alleging liability against Manor Care or Choice, or against any employee health, welfare, deferred compensation or other benefit plan and their respective officers, directors, agents, employees, administrators, trustees and fiduciaries.
Employment-Related Claims. (a) On the Distribution Date, the legal responsibility for all Employment-Related Claims regarding Active Zimmer Employees shall be transferred in their entirety from the Xxxxxxx-Xxxxx Squibb Group to Zimmer. Thereafter, Zimmer shall assume the defense of these Employment-Related Claims and all Liabilities arising with respect to such Employment-Related Claims. Zimmer shall reimburse the Xxxxxxx-Xxxxx Squibb Group for any reasonable attorneys fees and other expenses reasonably incurred by the Xxxxxxx-Xxxxx Squibb Group on and after the Distribution Date in connection with investigating and/or defending against any such Employment-Related Claims, including reimbursement for any services provided by members of the Xxxxxxx-Xxxxx Squibb legal staff.
(b) The Xxxxxx Group shall have the sole responsibility for all Employment- Related Claims regarding Active Zimmer Employees that exist, or come into existence, on or after the Distribution Date that arise out of or relate to their employment with a member of the Xxxxxx Group.
Employment-Related Claims. Except as set forth in Schedule ------------------------- 1.22, there are no employment-related claims, actions, proceedings or investigations pending or to the knowledge of the Company threatened against or relating to the Company before any court, governmental, regulatory or administrative authority or body, or arbitrator or arbitration panel. Neither the Company nor any Subsidiary is subject to any outstanding order, writ, judgment, injunction, decision, award, compliance order, consent decree, conciliation agreement, settlement agreement, affirmative action plan, determination letter or advisory of any court, governmental, regulatory or administrative authority or body, or arbitrator or arbitration panel. The Company and each Subsidiary is in compliance in all material respects with all collective bargaining agreements, contracts, and all laws and regulatory requirements pertaining to employment and employee benefits.
Employment-Related Claims. Sellers shall continue to be responsible for and shall, jointly and severally, indemnify, defend and hold harmless Buyer, the Company, each of the Company Subsidiaries, each owner of a managed or leased Facility and each of their respective directors, officers, employees, managers, Affiliates, agents, successors and assigns from and against any and all liability relating to, resulting from or arising out of any Employment-Related Claims to the extent relating to, resulting from or arising out of any action, inaction, event, condition, Liability or obligation occurring or existing on or prior to the Closing Date and relating to Sellers, the Company, any Company Subsidiary or any of their respective Affiliates (except to the extent such Liability was reflected in the Financial Statements). As used herein, "
Employment-Related Claims. An employment-related claim shall include any actual or threatened lawsuit, arbitration, ERISA claim, or federal, state, or local judicial or administrative proceeding of whatever kind involving a demand by or on behalf of or relating to Employees, or by or relating to any federal, state or local government agency alleging liability against HMC, HMLP or Crestline, or against any of their respective officers, directors, agents, employees, administrators, trustees or fiduciaries.
Employment-Related Claims. Seller is and shall remain solely responsible for all liability, costs and expenses (including reasonable attorneys' fees) for all existing employment claims which have been filed by any employee or former employee of Seller prior to the Closing Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, lawsuits, any employment-related tort claim or other claims or charges of or by employees of Seller or any thereof filed after the Closing Date but arising as a result of actions or events or series of actions or events which occurred prior to the Closing Date.
Employment-Related Claims. Seller assumes all liability, costs and expenses (including reasonable attorneys’ fees) for all employment claims which have been filed, or hereafter are filed, by any employee or former employee of Seller relating to arbitrations, unfair labor practice charges, employment discrimination charges, lawsuits, any employment-related tort claim or other claims or charges arising as a result of actions or events which occurred prior to the Closing Date. Except as disclosed on Schedule 6.17 hereto, no such claims have been filed as of the date hereof.
Employment-Related Claims. Seller agrees that it, and not Purchaser, shall be solely responsible for, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser from and against, all liability, costs and expenses (including reasonable attorneys' fees) for all existing employment claims that have been filed by any employee or former employee of Seller prior to the Closing Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers' compensation claims, any employment-related tort claim or other claims or charges of or by employees of Seller, or any thereof filed after the Closing Date but arising as a result of conditions, actions or events or series of actions or events which occurred prior to the Closing Date. Schedule 18.7 hereto sets forth a brief description of any of such claims that have been filed or, to Seller's knowledge, threatened. Without in any way limiting the foregoing, Seller shall defend and hold harmless Purchaser from and against any and all claims, demands, actions, judgments, costs and expenses, including without limitation, attorney fees and settlement costs and other reasonable expenses, related to all liabilities and obligations in connection with Seller's qualified pension, retirement or welfare plans, severance or vacation policies or benefits, or other employee compensation or benefit arrangements or policies.
Employment-Related Claims. Subject to the provisions of Sections 9.16(a), (b) and (c), each SELLER assumes all liability, costs and expenses (including reasonable attorneys' fees) for all existing employment claims that have been filed by any employee or former employee of such SELLER prior to the Closing Date relating to arbitrations, unfair labor practice charges, employment discrimination charges, lawsuits, any employment- related tort claim or other claims or charges of or by employees of such SELLER or any thereof filed after the Closing Date but arising as a result of actions or events or series of actions or events that occurred prior to the Closing Date. Schedule 9.16(d) sets forth a brief description of all such claims that have been filed as of the date hereof. Each SELLER shall promptly describe to BUYER in writing a brief description of any of such claims that may be filed after the date hereof but on or before the Closing Date.
Employment-Related Claims. To the extent not accrued on the statement of Operating Working Capital as of the Closing Date, the following claims relating to employees of Seller:
(a) all liabilities and obligations of Seller incurred on or prior to the Closing Date resulting from workers' compensation claims made on or prior to the Closing Date, and claims made on or before the Closing Date for hospitalization or medical expenses. Neither Seller nor the Shareholder shall have any liability with respect to post-Closing claims for hospitalization or medical expenses of employees hired by Purchaser pursuant to section 10.03;
(b) all liabilities of Seller relating to employee life insurance claims for deaths on or prior to the Closing Date;
(c) all liabilities and obligations of Seller for any claim made on or prior to the Closing Date for short-term or long-term disability; and
(d) except to the extent accrued on the statement of Operating Working Capital as of the Closing Date, all liabilities and obligations of Seller as of the Closing Date relating to employee compensation.