Liabilities with Respect to Continuing Employees. Following the Closing, Purchaser shall be solely responsible for all Liabilities incurred with respect to any Continuing Employee arising after the Closing Date.
Liabilities with Respect to Continuing Employees. The Parties agree that, subject to Section 6.4 below, GCC and its Affiliates shall be solely responsible for, and GCC and its Affiliates agree to pay, all obligations and liabilities accrued prior to the Effective Date (or, as it relates to bonuses for the 2018 calendar year, for periods prior to January 1, 2019) relating to the Continuing Employees, including but not limited to, as included in Schedule 3.16(c) and otherwise, (i) payroll and fringe benefits, (ii) earned bonuses, bonuses for the 2018 calendar year, and incentive compensation, (iii) workers’ compensation, (iv) premiums under insured employee benefit plans or claims incurred under non-insured employee benefit plans, and (v) Grandfathered PTO, but not other accrued PTO. Conversely, subject to the terms of the preceding sentence and Section 6.4 below and except for benefits that become due or payable under the LTIP, XXXXX shall be solely responsible for all obligations and liabilities accrued at or after the Effective Date relating to the Continuing Employees, including (1) XXXXX’x decision to retain or not retain the services of any one or more of the Continuing Employees, (2) payroll and fringe benefits, (3) earned bonuses and incentive compensation, (4) workers’ compensation, and (5) premiums under insured employee benefit plans or claims incurred under non-insured employee benefit plans.
