Common use of Liabilities under Benefit Plans Clause in Contracts

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 28 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (German American Bancorp, Inc.), Purchase and Assumption Agreement (Shore Bancshares Inc)

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Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under or with respect to the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under or with respect to the Benefit Plans shall be considered Excluded Liabilities.

Appears in 2 contracts

Samples: Branch Purchase and Deposit/Loan Assumption Agreement (First National Community Bancorp Inc), Purchase and Assumption Agreement (Camden National Corp)

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, whether arising before, on, or after the Closing Date and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, the Benefit Plans shall be Excluded Assets and liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Pathfinder Bancorp, Inc.)

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, 8.7 (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Chemung Financial Corp)

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, Plans,2 and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Sun Bancorp Inc /Nj/)

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Liabilities under Benefit Plans. Except as expressly provided in this Section 8.78.6, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Financial Corp /In/)

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities. Retention Bonus. Purchaser shall reimburse Seller for the remaining 75% portion of the retention bonus required to be paid as of Closing under the Amended Retention Agreements.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Amerant Bancorp Inc.)

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.79.6, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Old National Bancorp /In/)

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