Common use of No Buyer Liability Clause in Contracts

No Buyer Liability. The Buyer shall have no responsibility, liability or obligation, whether to employees, former employees, their beneficiaries or to any other person with respect to, and the Company shall indemnify and hold the Buyer harmless with respect to, the termination of the employment of the Company's employees, any liability under the Worker Adjustment and Retraining Notification Act (WARN) arising as a result of the terminations of employment relationships contemplated by the first sentence of Section 6.1, any employee benefit plan, practice, program or arrangement (including the establishment, operation or termination thereof) maintained for employees of the Company prior to the Closing. The Company shall remain responsible for all expenses, taxes, claims, obligations or liabilities associated with, arising out of or relating to any employee benefit plan, practice, program or arrangement maintained by the Company with respect to the Company prior to the Closing, including medical or disability claims incurred but unreported prior to the Closing and medical benefits with respect to any employee of the Company whose employment by the Company was terminated on or before the Closing Date to the extent required by law. Buyer shall be under no obligation to maintain or continue the medical and long-term disability insurance policies currently maintained by the Company for the Company's employees.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Di Industries Inc), Asset Purchase Agreement (Diamond Offshore Drilling Inc)

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No Buyer Liability. The Buyer shall have no responsibility, liability or obligation, whether to employees, former employees, their beneficiaries or to any other person with respect to, and the Company shall indemnify and hold the Buyer harmless with respect to, the termination of the employment of the Company's employees, any liability under the Worker Adjustment and Retraining Notification Act (WARN) arising as a result of the terminations of employment relationships contemplated by the first sentence of Section 6.1, any employee benefit plan, practice, program or arrangement (including the establishment, operation or termination thereof) maintained for employees of the Company prior to the Closing. The Company shall remain responsible for all expenses, taxes, claims, obligations or liabilities associated with, arising out of or relating to any employee benefit plan, practice, program or arrangement maintained by the Company with respect to the Company prior to the Closing, including medical or disability claims incurred but unreported prior to the Closing and medical benefits with respect to any employee of the Company whose employment by the Company was terminated on or before the Closing Date to the extent required by law. Buyer shall be under no obligation to maintain or continue the medical and long-term disability insurance policies currently maintained by or the Company for the Company's employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Di Industries Inc)

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No Buyer Liability. The Buyer shall have no responsibility, liability or obligation, whether to employees, former employees, their beneficiaries or to any other person with respect to, and the Company shall indemnify and hold the Buyer harmless with respect to, the termination of the employment of the Company's employees, any liability under the Worker Adjustment and Retraining Notification Act (WARN) arising as a result of the terminations of employment relationships contemplated by the first sentence of Section 6.1, any employee benefit plan, practice, program or arrangement (including the establishment, operation or termination thereof) maintained for employees of the Company prior to the Closing. The Company shall remain responsible for all expenses, taxes, claims, obligations or liabilities associated with, arising out of or relating to any employee benefit plan, practice, program or arrangement maintained by the Company with respect to the Company prior to the Closing, including medical or disability claims incurred but unreported prior to the Closing and medical benefits with respect to any employee of the Company whose employment by the Company was terminated on or before the Closing Date to the extent required by law. Buyer shall be under no obligation to maintain or continue the medical and long-term disability insurance policies currently maintained by the Company for the Company's employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Grey Wolf Inc)

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