PacifiCorp Unfunded Sample Clauses

PacifiCorp Unfunded. Welfare Benefits Plan. Seller shall remain solely responsible for all claims incurred by any Employee under the PacifiCorp Unfunded Welfare Benefits Plan on or before the Closing Date, whether or not such claims have been submitted prior to the Closing Date, and Buyer end the Company and its Subsidiaries and Operated Entities shall have no liability for any such claims incurred. Seller shall pay and be solely liable for and shall indemnify and hold Buyer and the Company and its Subsidiaries and the Operated Entities harmless from and against and in respect of any and all losses, damages, liabilities, taxes, sanctions that may arise under Section 4980B of the Code, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit proceeding, claim, appeal, demand, assessment or judgment) imposed upon, incurred by, or assessed against Buyer, the Company, the Subsidiaries or the Operated Entities arising by reason of or relating to any failure to comply with the continuation health care coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, or any applicable state law health care continuation statutes, which failure occurred with respect to any current or prior Employee or any qualified beneficiary of such Employee (as defined in Section 4980B(g)(1) of the Code) on or prior to the Closing Date, or which failure occurred as a result of the actions required by this Agreement. A failure shall be deemed for purposes of this paragraph to have occurred on or prior to the Closing Date if the Employee's or qualified beneficiary's qualifying event occurred on or prior to the Closing Date. Seller shall have retiree medical obligations, if any, for all Employees with retirements on or before the Closing Date.