Employment Related Liabilities. Except as described in the U.S. Base Prospectus and the Canadian Prospectus, the Company and each of its Material Subsidiaries have satisfied all material obligations under, and there are no outstanding defaults or violations with respect to, and no taxes, penalties, or fees are owing or exigible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Company and its Material Subsidiaries maintained, sponsored or funded by them, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis.
Employment Related Liabilities. Except as described in the Pricing Disclosure Package and the Offering Memorandum, the Company and each of its Material Subsidiaries have satisfied all material obligations under, and there are no outstanding defaults or violations with respect to, and no taxes, penalties, or fees are owing or exigible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Company and its Material Subsidiaries maintained, sponsored or funded by them, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis.
Employment Related Liabilities. Effective as of the Closing Date, except as contemplated by the Transition Services Agreement or as required by Law, collective bargaining agreement or otherwise by this Section 5.8:
(i) All Company Employees will cease active participation in, and any benefit accrual under, each of the Company Benefit Plans (other than those plans sponsored and maintained by the Sold Companies and their Subsidiaries); provided, however, that effective as of the Closing Date, Sellers shall amend each U.S. Company Benefit Plan that is a pension plan (within the meaning of Section 3(2) of ERISA) to provide that each Company Employee's benefit that has accrued as of the Closing Date is fully vested and nonforfeitable as of the Closing Date;
(ii) Sellers shall retain or assume all Liabilities in respect of all employees (other than the Company Employees), including all former employees as of the Closing Date of the Sold Companies, the Subsidiaries and the Asset Sellers (the "Former Employees") under all Company Benefit Plans (including all Liabilities for post-employment and post-retirement welfare benefit obligations for Former Employees under U.S. Company Benefit Plans); provided, however, that, with respect to Foreign Plans sponsored and maintained solely by the Sold Companies or the Subsidiaries, the Buyers shall assume or cause such entities to retain Liabilities with respect to such plans, except that Sellers shall retain any Liabilities in respect of employment-related Proceedings that are based on facts and circumstances that arose or existed prior to the Closing Date, to the extent that the adjudicated or agreed upon remedy is monetary in nature;
(iii) With respect to Liabilities relating to Company Employees employed by the Sold Companies or the Subsidiaries, the Buyers shall be responsible for all emoluments, outgoings and all other Liabilities in respect of the Company Employees (including any wages, amounts due under any Company Benefit Plans, Proceedings and Taxes) in respect of the period after the Closing Date; provided, however, that Seller shall retain (A) all Liabilities in respect of the Company Employees who participate in the Ingersoll-Rand Pension Plan Number One and (B) any Liabixxxxxx xx xxxxect of employment-related Proceedings that are based on facts and circumstances that arose or existed prior to the Closing Date, to the extent that the adjudicated or agreed upon remedy is monetary in nature; and
(iv) With respect to Liabilities relating to Company...
Employment Related Liabilities. Each of the Parties shall be solely responsible for any and all liability, employee benefits, wage and disability payments, pension and workers’ compensation claims, damages to or destruction of equipment arising out of or in connection with the terms of this Agreement and shall hold the other Party harmless from any such claim(s).
Employment Related Liabilities. (a) Except as otherwise provided in Section 9.3(a) or (d) or this Section 9.4(a) of the Agreement, the Seller and its Affiliates shall solely be responsible for and shall pay any and all liabilities or expenses arising out of or related to the employment of each New Buyer Employee with respect to the period on or before the Closing Date, including any individual retention or bonus guarantee agreements with Seller Business Employees, which will remain the responsibility of Seller, and Buyer and its Affiliates shall solely be responsible for and shall pay any and all liabilities and expenses arising out of or related to the employment of each New Buyer Employee after the Closing Date. For the avoidance of doubt, and except as provided in this Section 9.4(a), the Seller and its Affiliates (including the Canadian Subsidiary) shall retain, bear and discharge all liabilities, including, without limitation, liabilities for severance benefits, with respect to each Seller Business Employee who does not become a New Buyer Employee. Buyer will use its reasonable best efforts to make offers of employment in compliance with applicable laws. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Employment Related Liabilities. All Employment Liabilities and any other Employee Excluded Liabilities other than as expressly set forth in Section 3.1 of this Agreement following the Closing with respect to the Continuing Employees;
Employment Related Liabilities. DPC shall assume ------------------------------ Liability with respect to any and all Losses incurred or suffered as a result of any claim by any Transferred Employee which arises under Law (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between DuPont (but only with respect to the Listed Agreements) or DPC (or any Subsidiary of DuPont (but only with respect to the Listed Agreements) or DPC) and the Transferred Employee, whether arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to, or after, the Closing Date. DuPont shall assume Liability with respect to any Losses incurred or suffered as a result of any claim by any Retained Employee which arises under Law (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment), under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between DuPont or any of its Subsidiaries and the Retained Employee, whether arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to, or after, the Closing Date.
Employment Related Liabilities. The Buyer shall assume liability for and shall pay directly to the appropriate Employee (or reimburse the Seller for amounts that the Seller pays to any such Employee) any amounts to which any Employee becomes entitled under any Business Benefit Plan or employment agreement or individual arrangement, applicable law or otherwise that exists or arises (or may be deemed to exist or arise) as a result of, or in connection with (i) the transactions contemplated by this Agreement to the extent related to Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, or Xxxxx X. Xxxxxxx, (ii) the Buyer's failure to offer employment or to employ the Employees in accordance with Section 9.1 or applicable local law, (iii) the employment of any Employee on or after the Closing Date, (iv) any change or proposed change to the remuneration, benefits, terms and conditions of employment, or the working conditions of any Employee after the Closing Date and (v) the termination of employment of any Employee on or after the Closing Date. The Buyer shall assume liability for and shall pay directly to the appropriate Canadian Employee (or reimburse the Seller for amounts that the Seller pays to any such Canadian Employee) any amounts to which any Canadian Employee becomes entitled under applicable laws that exist or arise (or may be deemed to exist or arise) as a result of, or in connection with, the Buyer's decision not to offer employment to any Canadian Employee.
Employment Related Liabilities. The Company and each of its Material Subsidiaries have satisfied all obligations under, and there are no outstanding defaults or violations with respect to, and no taxes, penalties, or fees are owing or exigible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Company and its Material Subsidiaries maintained, sponsored or funded by them, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis;
Employment Related Liabilities. Except as set forth in Section 9.4(a) or Section 9.4(d), Seller shall be solely responsible for any liability, claim or expense with respect to employment, termination of employment, compensation or employee benefits of any nature (including, but not limited to the benefits to be provided under the Business Benefit Plans) owed to any current or former employee of Seller or its Affiliates (or the beneficiary of any current or former employee) whether or not such current or former employee becomes a New Buyer Employee, that arises out of or relates to the employment relationship between Seller or its Affiliates on or prior to the Closing Date and any such current or former employee or the termination of such relationship on or prior to the Closing Date. Without limiting the foregoing, except as set forth in Section 9.4(a) or Section 9.4(d), Seller shall be responsible for the payment of any severance payment or benefits that become due to any current or former employee as a result of the termination of such current or former employee by Seller or its Affiliate on or prior to the Closing Date. Except as required pursuant to Section 9.4(a) or Section 9.4(d) above, Buyer and its Affiliates shall not be obligated to continue or assume any employee benefit plan or program of Seller or its Affiliates (including, but not limited to the Business Benefit Plans) or responsible for any obligation or liability thereunder.
