Liability for Employees Sample Clauses
Liability for Employees. (a) Effective from and after the applicable Transfer Date with respect to provision (iii) of this Section 7.03(a) and effective from and after the Closing Date with respect to provisions (i), (ii), (iv), and (v) of this Section 7.03(a), Purchaser shall, and shall cause its Affiliates to assume and be responsible for any and all Liabilities or obligations of Seller (i) arising under or with respect to any Purchaser Benefit Plan (including any Assumed Benefit Plan), (ii) arising with respect to Employees or Former Business Employees of the Transferred Entities (including those who become Transferred Employees), whether incurred prior to, on or after the Closing Date (excluding any Liabilities or obligations arising under any Business Benefit Plan other than an Assumed Benefit Plan and except as otherwise provided in this Article VII), (iii) arising with respect to Offer Employees (including those who become Transferred Employees) incurred on or after the Transfer Date (excluding any Liabilities or obligations arising under any Business Benefit Plan other than an Assumed Benefit Plan) (iv) arising under or with respect to any Assumed Benefit Plan (including any Deferred Transfer Employee Benefit Plan) and (v) that transfer by operation of law.
(b) Except as set forth in this Article VII, effective from and after the Closing Date, Seller shall, and shall cause its Subsidiaries to, remain responsible for any and all Liabilities or obligations arising under or with respect to (i) any Business Benefit Plan (other than any Assumed Benefit Plan), (ii) any Liability or obligation (contingent or otherwise) of Seller or any entity that together with Seller could be treated as a single employer under applicable Law, including Section 4001 of ERISA or Section 414 of the Code in respect of, any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; (iii) Offer Employees (including those who become Transferred Employees) incurred prior to the Transfer Date (including any Liabilities or obligations arising under any Business Benefit Plan other than an Assumed Benefit Plan); (iv) Former Business Employees or Employees who are not or were not (respectively) employees of the Transferred Entities and who do not become Transferred Employees (other than obligations under an Assumed Benefit Plan); and (v) any defined benefit pension plan or retiree medical plan with respect to any Deferred Transfer Employee or any dependent or beneficiary thereof, to the extent a...
Liability for Employees. The Purchaser will be liable for and indemnifies the Vendor and holds the Vendor harmless against all Claims incurred or suffered by or made against the Vendor, arising in connection with any Employee during the period after the commencement of conduct of the Business on the Completion Date or at any time thereafter.
Liability for Employees. Effective from and after the applicable Transfer Date with respect to provision (iii) of this Section 7.03(a) and effective from and after the Closing Date with respect to provisions (i), (ii), (iv), and (v) of this Section 7.03(a), Purchaser shall, and shall cause its Affiliates to assume and be responsible for any and all Liabilities or obligations of Seller (i) arising under or with respect to any Purchaser Benefit Plan (including any Assumed Benefit Plan), (ii) arising with respect to Employees or Former Business Employees of the Transferred Entities (including those who become Transferred Employees), whether incurred prior to, on or after the Closing Date (excluding any Liabilities or obligations arising under any Business Benefit Plan other than an Assumed Benefit Plan and except as otherwise provided in this Article VII), (iii) arising with respect to Offer Employees (including those who become Transferred Employees) incurred on or after the Transfer Date (excluding any Liabilities or obligations arising under any Business Benefit Plan other than an Assumed Benefit Plan) (iv) arising 87
Liability for Employees. 22 16 Distribution policy....................................................22 17 Finance for the Company................................................23 18 Acquisitions...........................................................24
Liability for Employees. Effective from and after the Closing Date, Purchaser shall, and shall cause its Affiliates to assume and be responsible for any and all Liabilities or obligations of Seller or its Affiliates (i) arising under or with respect to any Purchaser Benefit Plan (including any Business Benefit Plan), (ii) arising with respect to Employees or Former Business Employees of the Transferred Entities, whether incurred prior to, on or after the Closing Date, (iii) arising under or with respect to any Business Benefit Plan and (iv) that transfer by operation of law.
Liability for Employees. (a) On or before the Termination Date, Seller shall pay to the Identified Employees all amounts earned or accrued by the Identified Employees up to and including the Termination Date but that are unpaid, including all salary, bonus, any benefits under Seller's Benefit Plans or similar obligations, as well as severance, accrued vacation, sick pay, other accrued but unpaid time off.
(b) Seller will be solely liable for and shall indemnify each Buyer with respect to any liability arising from employment of all Identified Employees by Seller up to and including the Termination Date and with respect to any liability arising in respect of Persons formerly employed in the Business, including all compensation and benefits earned by the Identified Employees up to and including the Termination Date, including severance, accrued vacation, sick pay and other paid time off in respect of Transferring Employees.
(c) Seller will be solely liable for and shall indemnify each Buyer for any liability arising from Seller terminating the employment of any Identified Employee who does not become a Transferring Employee, including in each case, for all benefits, severance payments, payments in lieu of notice of termination, damages for wrongful dismissal and all related liabilities.
(d) Buyers will be solely liable for and shall indemnify Seller with respect to any liability arising from the employment of any Transferring Employee by a Buyer of its Affiliate after becoming a Transferring Employee, including any liability arising from the termination by Buyers of any Transferring Employee's employment with Buyer, except where such liability constitutes an Excluded Liability.
Liability for Employees. Westfield shall obtain insurance against any liability, loss, claim or proceeding whatsoever arising under any statute relating to Workers' Compensation or Employers' Liability, at common law or under any other Legal Requirement in respect of any injury or death suffered by any person employed by Westfield, any member of the Westfield Group or any of their respective Contractors in or about the execution of the Project. All such insurance shall be for such amounts as may be reasonably specified by Owner, but in no event less than One Million Dollars ($1,000,000) per accident, and the statutory limit for Workers' Compensation. All insurance obtained in accordance with this Article 14 shall be obtained and maintained in accordance with the requirements of Article 15 and each such policy shall contain a provision waiving the applicable insurance company's rights of subrogation against Owner. Westfield shall require each Contractor to maintain reasonably similar insurance with respect to the employees of such Contractor, and each such Contractor shall be required to furnish Westfield with satisfactory evidence of such coverage.