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.
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Liability for Employees. (a) Except as otherwise provided in Article XI of this Agreement, effective from and after the Closing Date, Purchaser shall, and shall cause its Affiliates to, be responsible for, and shall indemnify and hold harmless Seller and its Affiliates from and against, any and all Liabilities or obligations (i) arising under or with respect to any Purchaser Benefit Plan, (ii) with respect to any Transferred Employee to the extent attributable to events or circumstances occurring on or after the Transfer Date (except to the extent arising under or with respect to any Seller Benefit Plan other than an Assumed Benefit Plan), (iii) arising under or with respect to any Assumed Benefit Plan, or (iv) that transfer by operation of Law.,
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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.
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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.
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Liability for Employees. (a) Effective from and after the applicable Transfer Date, Purchaser shall, and shall cause its Affiliates to, be responsible for any and all Liabilities or obligations (i) arising under or with respect to any Purchaser Benefit Plan, (ii) with respect to any Transferred Employee to the extent accrued or incurred on or after the Transfer Date and attributable to events or circumstances occurring or arising on or after the Transfer Date (other than any such liability or obligation arising under any HHI Benefit Plan, Listed Employee Benefit Plan, TLM Benefit Plan, or Deferred Transfer Employee Benefit Plan other than an Assumed Benefit Plan), (iii) arising under or with respect to any Assumed Benefit Plan, (iv) with respect to any Employee or Former Employee employed or formerly employed by any Transferred Entity except, in the case of this clause (iv) only, for (A) Liabilities expressly retained by Seller under any HHI Benefit Plan, Listed Employee Benefit Plan, TLM Benefit Plan or Deferred Transfer Employee Benefit Plan, including Liabilities retained by Seller or its Affiliates pursuant to Section 7.01(f), or (B) Liabilities with respect to any Former Employee in respect of any period of employment with Seller or any Subsidiary of Seller other than a Transferred Entity, and (v) that transfer by operation of law.
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Liability for Employees. 22 16 Distribution policy....................................................22 17 Finance for the Company................................................23 18 Acquisitions...........................................................24
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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.
Sample 1
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Related to Liability for Employees

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Responsibility for Expenses Vanguard will provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform its responsibilities under this Agreement.

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.18) showing all officers, directors and key employees of the Company, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The Company has provided to TCI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date, there have been no material increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented and bonuses paid on a basis consistent with past practices. Except as set forth on Schedule 5.18, (i) the Company is not bound by or subject to any arrangement with any labor union, (ii) no employees of the Company are represented by any labor union or covered by any collective bargaining agreement, (iii) to the knowledge of the Stockholders, no campaign to establish such representation is in progress and (iv) there is no pending or, to the knowledge of the Stockholders, threatened labor dispute involving the Company and any group of its employees nor has the Company experienced any labor interruptions over the past three years. The Company believes its relationship with employees to be good.

  • Former Employers 5.1 You represent and warrant that your employment by the Company will not conflict with and will not be constrained by any prior or current employment, consulting agreement or relationship whether oral or written. You represent and warrant that you do not possess confidential information arising out of any such employment, consulting agreement or relationship which, in your best judgment, would be utilized in connection with your employment by the Company in the absence of Section 5.2.

  • Employees and Employee Benefit Plans The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Former Employment You represent and warrant that your employment by the Company will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship. You represent and warrant that you do not possess confidential information arising out of prior employment which, in your best judgment, would be utilized in connection with your employment by the Company, except in accordance with agreements between your former employer and the Company.

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