Common use of Liability for Employees Clause in Contracts

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 accrued as of the Closing Date (other than obligations under an Assumed Benefit Plan). (c) Seller and its Affiliates shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including, without limitation, the provision of continuation coverage (within the meaning of COBRA), with respect to all Employees and Former Business Employees, and their respective spouses and dependents, other than Transferred Employees, and their respective spouses and dependents, for whom a qualifying event (within the meaning of COBRA) occurs at any time following the Transfer Date.

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 accrued as of the Closing Date (other than obligations under an Assumed Benefit Plan). (c) Seller and its Affiliates shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including, without limitation, the provision of continuation coverage (within the meaning of COBRA), with respect to all Employees and Former Business Employees, and their respective spouses and dependents, other than Transferred Employees, and their respective spouses and dependents, for whom a qualifying event (within the meaning of COBRA) occurs at any time following the Transfer Date. (d) As soon as reasonably practicable following the execution and delivery of this Agreement, Seller shall cause to be performed a written analysis under Section 280G of the Code to determine whether the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, whether considered alone or in combination with any other event or transaction, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code or any Taxes imposed under Section 4999 of the Code. Seller shall provide Purchaser with a copy of such analysis and all supporting documentation. Seller shall cooperate with Purchaser in good faith to mitigate the exposure of and the effect on the Purchaser of any payment that would not be deductible pursuant to Section 280G of the Code.

Liability for Employees. (a) Effective from and after the applicable Transfer Date with respect to provision (iii) Except as otherwise provided in Article XI of this Section 7.03(a) and Agreement, effective from and after the Closing Date with respect to provisions (i), (ii), (iv), and (v) of this Section 7.03(a)Date, Purchaser shall, and shall cause its Affiliates to assume and to, be responsible for for, and shall indemnify and hold harmless Seller and its Affiliates from and against, 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 any Transferred Employee to the extent attributable to events 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 circumstances occurring on or after the Transfer Date (excluding any Liabilities or obligations except to the extent arising under or with respect to any Business Seller Benefit Plan other than an Assumed Benefit Plan) ), (iviii) arising under or with respect to any Assumed Benefit Plan Plan, or (including any Deferred Transfer Employee Benefit Plan) and (viv) that transfer by operation of lawLaw., (b) Except as set forth otherwise provided in Article XI of this Article VIIAgreement, effective from and after the Closing Date, Seller shall, and shall cause its Subsidiaries Affiliates (other than the Company or any Company Subsidiary) to, remain be responsible for for, and shall indemnify and hold harmless Purchaser and its Affiliates (including the Company and any Company Subsidiary) from and against, any and all Liabilities or obligations (i) arising under or with respect to (i) any Business Seller Benefit Plan (other than any an Assumed Benefit Plan), (ii) with respect to any Liability Transferred Employee to the extent attributable to events or obligation (contingent circumstances occurring 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 existing prior to the Transfer Date (including any Liabilities or obligations except to the extent arising under or with respect to any Business Assumed Benefit Plan Plan), (iii) with respect to any individual employed by Seller or its Affiliates who does not become a Transferred Employee (except to the extent arising under or with respect to any Assumed Benefit Plan) and (iv) with respect to any other employee benefit plan within the meaning of Section 3(3) of ERISA of Sellers and its Affiliates 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 accrued as of the Closing Date (other than obligations under an Assumed Benefit Plan). (c) Seller and its Affiliates shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including, without limitation, the provision of continuation coverage (within the meaning of COBRA), with respect to all Employees and Former Business Employees, and their respective spouses and dependents, other than Transferred Employees, and their respective spouses and dependents, for whom a qualifying event (within the meaning of COBRA) occurs at any time following the Transfer Date.

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)Date, Purchaser shall, and shall cause its Affiliates to assume and to, 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 any Transferred Employee to the extent accrued 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 and attributable to events or circumstances occurring or arising on or after the Transfer Date (excluding other than any Liabilities such liability or obligations obligation arising under any Business HHI Benefit Plan, Listed Employee Benefit Plan, TLM Benefit Plan, or Deferred Transfer Employee Benefit Plan other than an Assumed Benefit Plan) ), (iviii) 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 (including any 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. (b) Except as set forth in this Article VIISection 7.01(e), Section 7.01(f) and Section 7.03(a), effective from and after the applicable 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 HHI Benefit Plan, Listed Employee Benefit Plan, TLM Benefit Plan or Deferred Transfer Employee Benefit Plan (other than any an Assumed Benefit Plan), (ii) any Liability 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 any Transferred Employees) incurred Employee not employed by a Transferred Entity as of the applicable Closing Date to the extent accrued prior to the Transfer Date (including any Liabilities and attributable to events or obligations circumstances occurring or arising under any Business Benefit Plan other than an Assumed Benefit Plan); prior to the applicable Transfer Date, (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 (Employees, other than obligations any Liability under an any Assumed Benefit Plan); and , (v) any defined benefit pension plan or retiree medical plan with respect to any Listed Employee, Deferred Transfer Employee or any dependent or beneficiary thereof, to the extent accrued as of the applicable Closing Date (other than obligations under an Assumed Benefit Plan). (c) Seller and its Affiliates shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including, without limitation, the provision of continuation coverage (within the meaning of COBRA), with respect to all Employees and Former Business EmployeesDate, and their respective spouses and dependents, other than Transferred Employees, and their respective spouses and dependents, for whom a qualifying event (within vi) the meaning of COBRA) occurs at any time following retention bonuses under the Transfer DateMICP.