Excluded Employee Liabilities. For purposes of clarity, the Sellers shall retain, and neither the Purchaser nor any of the Designated Purchasers or Purchaser Employee Plans shall assume at the Closing, any of the following Liabilities of the Sellers, their Affiliates or Seller Employee Plans (the “Excluded Employee Liabilities”):
Excluded Employee Liabilities. None of the Purchaser or the Designated Purchasers shall assume or be deemed to have assumed any Liabilities of the Sellers or their Affiliates relating to Employees other than the Assumed Liabilities (the “Excluded Employee Liabilities”). The Excluded Employee Liabilities shall include, but not be limited to, the following:
Excluded Employee Liabilities. Purchaser will not assume (i) any liabilities or obligations arising out of the employment of or in connection with the Hired Wholesale Employees or any other employee matters existing on the date of the Employee Closing, or arising after such time in connection with or as a result of the employment of the Hired Wholesale Employees by the Seller Companies prior to the Employee Closing (whether absolute, accrued, contingent, known or unknown or otherwise, and whether filed or asserted prior to, on or after the date of the Employee Closing), including, without limitation, any liabilities or obligations with respect to any accrued but unused vacation, sick leave, personal days or other accrued paid time off, any workers’ compensation, multi-employer or company pension plan, COBRA, disability benefit and medical benefit claims (including loss development and costs associated with claims incurred prior to the date of the Employee Closing), or attributable to or incurred by the Seller Companies arising from, or relating to, any collective bargaining agreement, bonus, incentive, deferred compensation, insurance, severance, termination, retention, change of control, employment, stock option, stock appreciation, stock purchase, phantom stock or other equity-based benefit, retiree benefit plan, program, agreement or arrangement or (ii) any and all liabilities and obligations of the Seller Companies or otherwise, incurring or accruing at any time, with respect to the Penn Traffic Employees (as defined in Section 9.4) or any Wholesale Employees who do not become employees of Purchaser (collectively, the “Employee Liabilities”).
Excluded Employee Liabilities. Except as otherwise provided in the Agreement, RELM retains all liabilities or obligations of any nature to any of RELM's Employees or Former Employees, including without limitation (a) workers compensation, disability and medical benefits payable as a matter of law, contract or pursuant to benefit programs or otherwise with respect to any injury, illness or medical conditions arising out of events or exposures prior to Closing, (b) any wages, vacations, severance pay or other benefits under any Benefit Plan, contract, bonus, deferred compensation, incentive compensation, stock purchase, stock option, supplemental retirement, severance or termination pay, sick leave or other leave of absence, vacation, and each other employee benefit plan, policy or arrangement maintained, contributed to, or required to be contributed to, by RELM with respect to any Employee, beneficiary, Former Employee, or other worker of RELM, whether or not any of the foregoing is funded, subject to ERISA, or legally binding, (c) withholding tax liabilities or unemployment compensation premiums attributable to services performed by Employees or Former Employees prior to Closing, and (d) claims for discrimination, unfair labor practices, violations of the collective bargaining agreements or wrongful discharge which are attributable to events occurring prior to Closing. Except as otherwise provided in this Agreement, JMEASI shall be liable for all liabilities or obligations of any nature to any Transferred Employee which are attributable to events following the Closing.
Excluded Employee Liabilities. Except for the Assumed Liabilities and except as otherwise specifically provided in the Loaned Employee Agreement, the Sellers shall retain, and none of the Purchaser or the Designated Purchasers shall assume or be deemed to have assumed, any Liabilities of the Sellers or their Affiliates relating to Employees other than the Assumed Liabilities (the “Excluded Employee Liabilities”). The Excluded Employee Liabilities shall include, but not be limited to, the following:
Excluded Employee Liabilities. Notwithstanding any other provision of this Agreement to the contrary, neither Acquiror nor any of its Subsidiaries shall assume any Liabilities or become responsible for any (x) equity compensation grants or awards made by the Company to any of its current or former employees, or (y) obligations under any nonqualified deferred compensation plans or arrangements maintained by the Company.
