Other Liabilities and Obligations. As of the Closing Date, with respect to claims relating to any employee Liability or obligations not otherwise allocated in this Separation Agreement, (a) New Diamond shall assume, and be solely responsible for, all Liabilities and obligations whatsoever of the Company and its Affiliates for such claims made by all New Diamond Employees and (b) the Company shall retain or assume, and be solely responsible for, all Liabilities and obligations whatsoever for claims made by all Retained Employees whether arising out of events, occurrences or services performed before or following the Closing Date. As of the Closing Date, the Company shall assume (subject to the definition of Shared Transaction Litigation Liabilities) and be solely responsible for all Liabilities and obligations whatsoever in respect of Assumed Benefit Plans, and all assets held in trust to fund such plans and all insurance policies funding such plans shall be Retained Assets. Without limiting the generality of the foregoing, as of the Closing Date, New Diamond shall assume and be solely responsible for any collective bargaining agreement or obligation covering New Diamond Employees as of the Closing Date and the Company shall retain or assume and be solely responsible for any collective bargaining agreement or obligation covering Retained Employees as of the Closing Date.
Other Liabilities and Obligations. SCHEDULE 2.21 attached hereto contains a true and correct list of all liabilities and obligations of the Company not disclosed elsewhere in this Agreement of any kind, character, and description, whether accrued, absolute, contingent, or otherwise, and whether or not required to be disclosed or accrued in the financial statements of the Company that exceed $5,000 to any one creditor. In the case of liabilities that may not be fixed, an estimate of the maximum amount that may be payable is also included.
Other Liabilities and Obligations. As of the Distribution Date, with respect to claims relating to any employee liability or obligation not otherwise provided for in this Agreement or the Merger Agreement, including, without limitation, accrued holiday, vacation and sick day benefits, (a) the Company shall assume and be solely responsible for all liabilities and obligations whatsoever of both the Retained Business and the Spinco Business for all such claims made by Retained Employees and (b) Spinco shall assume and be solely responsible for all liabilities and obligations whatsoever of both the Retained Business and the Spinco Business for all such claims made by all Spinco Employees. Notwithstanding the foregoing, wages and salary accrued prior to the Distribution Date in respect of Spinco New York Employees and deferred directors' fees shall be the sole responsibility of the Retained Business.
Other Liabilities and Obligations. As of the Effective Date, to the extent required by applicable law, rule or regulation, Sub and the applicable Sub Group members shall assume and be solely responsible for all Liabilities whatsoever of Parent with respect to claims made by or with respect to Transferred Employees relating to their employment by the Parent Group in connection with the Sub Business, including, without limitation, accrued holiday, vacation and other termination (including severance) benefits (collectively, "Employee Liabilities"). In the absence of such law, rule or regulation, all such Liabilities shall be treated as Retained Liabilities for purposes of this Agreement. Parent shall be solely responsible for salaries, wages and other incentive bonus compensation earned by Transferred Employees but not paid before the Effective Date. Without limiting the foregoing, nothing in this Agreement or in the transactions contemplated hereby shall be construed as giving any Transferred Employee any rights to termination benefits (including severance) on account of the Reorganization. Sub shall, with respect to any participation of the Sub Employees, assist Parent in the administration of claims and benefits under the relevant plan and cooperate with Parent and its auditors and benefits administrators. In addition, the parties agree that, to the extent permitted by applicable law, matters arising out of or resulting from foreign plans and non-U.S.-related employment of Transferred Employees be handled in a manner which is consistent with comparable U.S. matters as set forth herein.
Other Liabilities and Obligations. Effective as of the Time of Distribution, GBC shall assume and be solely responsible for (i) all liabilities and obligations related to the GBC Employees and (ii) except as specifically provided in this Article VII and except to the extent otherwise provided in this Distribution Agreement, the Merger Agreement or the Post Closing Covenants Agreement, all liabilities and obligations related to the Retained Employees that were incurred on or before the Time of Distribution. Effective as of the Time of Distribu- tion, the Company shall assume and be solely responsible for (i) all liabilities and obligations related to the Retained Employees incurred after the Time of Distribution, (ii) all holiday, vacation and sick day benefits of the Retained Employees accrued as of the Time of Distribution to the extent reflected on the Closing Balance Sheet and (iii) all other liabilities, including without limitation for worker's compensation and medical benefits, to the extent reflected as a Current Liability on the Closing Balance Sheet (as those terms are defined in the Post-Closing Covenants Agreement). For purposes of this Section 7.2, a liability is "incurred" on either the date the event giving rise to the liability occurs or, if the liability is related to more than one event, the date the first event to which the liability relates occurs. Notwithstanding the foregoing, (i) GBC shall assume all liabilities and obligations related to Retained Employees who also perform services for the GBC Companies with respect to whom GBC continues to employ in accordance with Section 6.15(d) of the Merger Agreement and (ii) the Company shall have no obligation or liability (including severance liability) thereto. Notwithstanding the foregoing, deferred directors' fees shall be the sole responsibility of GBC.
Other Liabilities and Obligations. As of the Distribution Date, Marcam Solutions shall assume and be solely responsible for all liabilities and obligations whatsoever of the Marcam Solutions Employees with respect to claims made by or with respect to Marcam Solutions Employees or their dependents, beneficiaries or assigns, relating to their employment with or termination from the Marcam Solutions Business or the Company not otherwise provided for in this Agreement, including, without limitation, employment-related claims and other termination benefits (but not including liabilities or obligations funded through insurance or otherwise, the proceeds of which are paid to the Company or to the Marcam Solutions Employee in satisfaction of the liability or obligation).
Other Liabilities and Obligations. As of the Closing Date, with respect to claims relating to any employee Liability or obligations not otherwise provided for in this Agreement, including earned salary, wages or other compensation and accrued holiday, vacation, health, dental or retirement benefits, (a) Newco shall assume and be solely responsible for Liabilities and obligations whatsoever of the Company for such claims made by all Newco Employees and (b) the Company shall be solely responsible for Liabilities and obligations whatsoever for claims made by all Retained Employees whether arising out of events, occurrences or services performed before or following the Closing Date.
Other Liabilities and Obligations. (a) As of the Distribution --------------------------------- Date: (i) the Spinco Group shall assume and be solely responsible for all Liabilities of the Company Group not otherwise provided for in this Agreement to or relating to Spinco Participants arising out of or relating to employment by any of the Company Group or the Spinco Group, or any predecessors thereof; and (ii) the Company Group shall assume and be solely responsible for all Liabilities of the Spinco Group not otherwise provided for in this Agreement to or relating to Company Participants arising out of or relating to employment by any of the Company Group or the Spinco Group, or any predecessors thereof.
(b) In consideration of the reallocation of certain employee costs from the Company to Spinco effected by this Agreement, in addition to the payments contemplated by Sections 3.01(c) and 3.03, the Company shall make a cash payment to Spinco, immediately prior to the Distribution, in the amount of $6.55 million.
(c) At the Distribution, or as promptly as practicable thereafter, the Company shall cause the Company's rabbi trust to transfer to Spinco, or to a trust or other entity designated by Spinco, a pro rata share of the assets held by the Company's rabbi trust, in the same proportion as the contributions to such rabbi trust charged to Spinco as of the Distribution Date bear to the total contributions made to such rabbi trust (it being understood that all such contribution charges between the date of the Merger Agreement and the Distribution Date will be on a basis consistent with past practice), except to the extent not permitted under the terms of the Company's rabbi trust; provided, that if the terms of the Company's rabbi trust do not permit such transfer, the Company shall use best efforts to amend such terms to permit such transfer. Schedule F hereto sets forth as of January 1, 1996 and on an estimated basis as of January 1, 1997 the allocation of rabbi trust assets between the Company and Spinco based on the allocation of rabbi trust contribution charges as contemplated by the foregoing provisions.
Other Liabilities and Obligations. As of the Effective Time, with respect to claims relating to any employee liability or obligation not otherwise provided for in this Agreement or the Merger Agreement, including, without limitation, accrued holiday, vacation and sick day benefits, (a) the Company shall assume and be solely responsible for all liabilities and obligations whatsoever of both the Retained Business and the A&S Business for all such claims made by Retained Employees and (b) A&S shall assume and be solely responsible for all liabilities and obligations whatsoever of both the Retained Business and the A&S Business for all such claims made by all A&S Employees.
Other Liabilities and Obligations. As of the Cut-off Date, --------------------------------- except as otherwise agreed by the parties hereto, Tupperware and the Tupperware Subsidiaries shall assume and be solely responsible for all Liabilities of the Pre-Distribution Group not otherwise provided for in this Agreement to or relating to Tupperware Participants arising out of or relating to employment by any of Premark, the Premark Subsidiaries, Tupperware or the Tupperware Subsidiaries, or any predecessors thereof, including without limitation the Former Tupperware Businesses.
