Common use of RESPONSIBILITY FOR EMPLOYEES Clause in Contracts

RESPONSIBILITY FOR EMPLOYEES. Effective as of the Reorganization Date and except as expressly provided otherwise herein, Freescale, to the exclusion of the Motorola Group, shall assume and thereafter be responsible for and pay, perform and discharge, any and all employment, compensation and employee benefit liabilities, responsibilities and obligations relating to the U.S. Employees, Non-U.S. Employees, other Freescale employees, and other current and past employees of the SPS Business, which arise before, on or after the Reorganization Date, including, without limitation: (a) those arising from any claim that Motorola or any of its Motorola Group Affiliates is the actual employer, co-employer or joint employer of any U.S. Employees or Non-U.S. Employees or other such employees; (b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended; and (c) all termination and severance liabilities, claims for lost wages, compensation, and benefits, claims for damages, and claims for unfair or wrongful dismissal, together with all costs and expenses associated therewith, (collectively, “Freescale Employment Liabilities”); provided, that benefits accrued by U.S. Transferred Employees under the Motorola Pension Plan shall remain the responsibility of Motorola and shall not be included in the Freescale Employment Liabilities. Freescale shall reimburse, indemnify and hold harmless Motorola for any costs, liabilities and expenses, including attorneys’ fees, incurred by the Motorola Group or their Employee Benefit Plans in connection with the Freescale Employment Liabilities.

RESPONSIBILITY FOR EMPLOYEES. Effective as of the Reorganization Date and except as expressly provided otherwise herein, Freescale, to the exclusion of the Motorola Group, shall assume and thereafter be responsible for and pay, perform and discharge, any and all employment, compensation and employee benefit liabilities, responsibilities and obligations relating to the U.S. Employees, Non-U.S. Employees, Employees and other Freescale employees, and other current and past employees of hired prior to the SPS BusinessDistribution Date, which arise before, on or after the Reorganization Date, including, without limitation: (a) those arising from any claim that Motorola or any of its Motorola Group Affiliates is the actual employer, co-employer or joint employer of any U.S. Employees or Non-U.S. Employees or other such employees; (b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended; and (c) all termination and severance liabilities, claims for lost wages, compensation, and benefits, claims for damages, and claims for unfair or wrongful dismissal, together with all costs and expenses associated therewith, (collectively, “Freescale Employment Liabilities”); provided, that benefits accrued by U.S. Transferred Employees under the Motorola Pension Plan shall remain the responsibility of Motorola and shall not be included in the Freescale Employment Liabilities. Freescale shall reimburse, indemnify and hold harmless Motorola for any costs, liabilities and expenses, including attorneys’ fees, incurred by the Motorola Group or their Employee Benefit Plans in connection with the Freescale Employment Liabilities.