Liabilities Generally. From and after the Local Transfer Date or such other date agreed by Parent and SpinCo, except as expressly provided in this Agreement, in each applicable jurisdiction (a) SpinCo and the SpinCo Group shall assume or retain, as applicable, and SpinCo hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to the employment or termination of employment of all SpinCo Employees, Former SpinCo Employees, their dependents and beneficiaries and other service providers and all other Liabilities expressly assigned to SpinCo or any member of the SpinCo Group under this Agreement and (b) Parent and the Parent Group shall assume or retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees, their dependents and beneficiaries and other service providers and all other Liabilities expressly assigned to Parent or any member of the Parent Group under this Agreement. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement. For the avoidance of doubt, it is the intent of the Parties that, as between Parent and SpinCo, the provisions of this Section 2.09 with respect to the allocation of the Liabilities described in this Section 2.09 shall apply notwithstanding the terms of any Local Agreement or the application of local Law. Notwithstanding anything in this Agreement or any Local Agreement to the contrary, the SpinCo Group shall assume and hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to Blue Sky Employees.
Liabilities Generally. Except as expressly provided in this Agreement, Seller shall retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of all employees of the MMIC Business and related participants and beneficiaries under any ERISA Plan or Non-ERISA Plan in accordance with the terms of such plans and applicable law.
Liabilities Generally. Except as expressly provided herein or in the Transition Services Agreement or required by applicable Law, following the Distribution Effective Time:
Liabilities Generally. Subject to clause 11.2:
Liabilities Generally. (a) Each Borrower’s liabilities in respect of the Credit Agreement Obligations shall at all times be absolute and unconditional irrespective of:
Liabilities Generally. Except as expressly provided otherwise in this Article 11, the Seller shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any ERISA Plan or Non-ERISA Plan (other than a Canadian Plan) in accordance with the terms of such plans and applicable law including, without limitation, (i) all benefits of any kind for former or current employees of Seller who are not Assumed Employees; (ii) all benefit claims which are incurred by the Company's employees and former employees prior to the Closing Date under all ERISA Plans and Non-ERISA Plans (as defined in Section 5.12(a)) maintained by the Seller, including claims incurred before the Closing Date and not yet reported; (iii) medical coverage (to the extent provided) for individuals disabled or retired as of the Closing Date; (iv) benefits to all individuals entitled to benefits required to be provided by the continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 607 of ERISA as of the Closing Date; and (v) continuation of benefit coverage for surviving spouses of employees (to the extent provided) who die prior to the Closing Date. In the case of health care plans maintained by the Seller, a claim shall be deemed to have been incurred when services have been rendered by the health care provider.
Liabilities Generally. Except as expressly provided otherwise in this Article 11, Heath Canada shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any Canadian Benefit Plan in accordance with the terms of such plans and applicable law.
Liabilities Generally. Except as expressly provided otherwise in this Article 11 and except for any accrued expenses or liabilities set forth on the Closing Statement (as finally adjusted pursuant to Section 3.2), the Seller shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any ERISA Plan or Non-ERISA Plan in accordance with the terms of such plans and applicable law.
