Payroll Obligations. TRW shall pay each Transferred Employee who is a participant in any cash incentive plan of TRW or the Asset Selling Subsidiaries a 70 bonus for the plan year in which the Closing Date occurs equal to a pro rated portion of the full bonus amount that would have otherwise been paid for such year to such Transferred Employee pursuant to the terms of such plans as in effect immediately prior to the Closing Date. Such bonus shall be paid based upon the bonus performance for the full year and shall be pro rated based upon the number of days the Transferred Employee is employed by TRW or the Asset Selling Subsidiary for the plan year in which the Closing Date occurs, and shall be paid at the time bonuses for such plan year are paid.
Payroll Obligations. Provider will maintain sole and direct responsibility for compensation of Personnel, including payment of wages and other compensation, reimbursement of expenses, and compliance with federal, state, and local tax withholding requirements, workers’ compensation, social security, unemployment and other obligations imposed on the employer of such Personnel.
Payroll Obligations. Seller shall pay the payroll for the PMC Division through and including the Closing Date (excluding any obligation with respect to paid time off).
Payroll Obligations. Without limiting the foregoing, except as expressly set forth on the Company Financial Statements or Section 5.5.2(b) above, for the period ending on the Balance Sheet Date, Company has no liability with respect to any payroll obligations for salary, hourly wages or otherwise.
Payroll Obligations. No later than the first date following the Closing Date on which Seller would otherwise pay payroll in the ordinary course, Seller shall pay to each Transferred Employee an amount equal to the value of any salary, wages, bonus and, to the extent required by applicable Law, vacation, sick pay and other paid time off (as applicable) owed to or accrued by such Transferred Employee through and including the Closing Date, net of any applicable withholding (and Seller shall pay to the applicable taxing authority any employer and employee side payroll Taxes payable as a result thereof).
Payroll Obligations. On the first date following the Closing Date on which the Asset Seller and Equity Seller would otherwise pay payroll in the ordinary course (or sooner, if required by applicable Law), the Asset Seller and Equity Sellers shall pay to each Transferred Employee an amount equal to the value of any salary, wages, vacation, sick pay and other paid time off (as applicable) owed to or accrued by such Transferred Employee through and including the Closing Date (excluding bonuses, if any, payable by Sellers pursuant to this Section 8.8(f) (the “Seller Employee Bonuses”), which Seller Employee Bonuses are an Excluded Liability), net of any applicable withholding (and the Asset Seller and Equity Seller shall pay to the applicable Taxing Authority any employer and employee side payroll Taxes payable as a result thereof). In accordance with Sellers’ payroll practices, Sellers shall pay any 2022 retention incentive awards and pro-rata bonuses for 2023 to the Transferred Employees on or about March 2024. In accordance with Sellers’ payroll practices, Sellers shall pay quarterly bonuses to the Transferred Employees for quarters ending prior to the Closing Date and pro-rated quarterly bonuses to the Transferred Employees for the quarter in progress as of the Closing Date. With respect to annual and quarterly bonuses payable by any Acquired Company (including pursuant to any executive employment agreement with an Acquired Company), Sellers shall be solely responsible for such bonuses for performance periods ending prior to the Closing Date and a pro-rated portion of such bonuses for performance periods in progress as of the Closing Date and shall pay such amounts in accordance with the terms of the applicable arrangements.
Payroll Obligations. Prior to or on the Closing Date, Seller shall fully satisfy and pay on the last day prior to or on the Closing Date any and all obligations arising out of or under the employment agreements or arrangements to employees of Seller and terminate all such employee agreements and arrangements. Seller shall also take all commercially reasonable steps to assure that all executive officers and other employees, as identified by Purchaser, remain in place at Seller until the Closing Date.
