Retention of Liability. Each Party shall retain whatever liability it would otherwise possess for its present or future acts or failure to act in the absence of this Agreement.
Retention of Liability. Except as provided in this Section, or as required pursuant to any collective bargaining agreement, neither Buyer nor any of its affiliates shall adopt, become a sponsoring employer of, nor have any obligations under or with respect to any Plan and Seller shall retain all liabilities thereunder.
Retention of Liability. Effective as of the Closing, the Company shall cease to participate in all Plans maintained or sponsored by Seller or any of its affiliates other than the Company and shall continue to sponsor all Plans sponsored and maintained exclusively for employees and former employees of the Company. Seller promptly after receiving written notice from Buyer (or one of its affiliates) shall reimburse Buyer (or one of its affiliates) for all costs (including payroll taxes) relating to the provision of any severance benefits or payments made to Transferred Employees (as hereinafter defined), up to a maximum reimbursement, when combined with any reimbursement of severance pursuant to Section 6.2(b) of the Asset Purchase Agreement, of $700,000.00. In addition, Seller shall be responsible for all claims for workers compensation benefits for all current and former employees of the Company with respect to all work-related injuries which occurred prior to the Closing, provided Buyer notifies Seller (directed to the attention of Xxxxx Xxxxxxxx) within three (3) business days of any report of such injury to Buyer by the employees. Seller shall assume all responsibility for any and all liabilities for all payments and benefits under the Key Employee Retention Plan. Seller shall also be responsible for any long-term or short-term disability benefits payable under the Spinnaker Industries Short Term and Long Term Disability Plans, to the extent such benefits are insured, the disability began or is found to have begun prior to the Closing Date, the disability claim was filed prior to the second anniversary of the Closing Date, and the disability claim was not filed by a former employee after such employee was involuntarily terminated from employment by the Buyer (or one of its affiliates). Seller shall cooperate with Buyer in effecting an assignment to Buyer of any policies or insurance for the provision of health or welfare benefits if requested by Buyer.
Retention of Liability. Entergy shall retain and neither Enexus nor EquaGen (nor any of their respective Affiliates) shall have any obligation whatsoever with regard to, all obligations and Liabilities under any Entergy OPEB Plans in respect of all participants who are Entergy Participants or Enexus Participants. From and after the Distribution Date, Enexus Employees shall be treated as having incurred a separation from service under the Entergy OPEB Plans and (to the extent otherwise provided under the Entergy OPEB Plans) as eligible for benefits under the Entergy OPEB Plans. No Assets shall be transferred to Enexus or any Benefit Arrangement of Enexus in respect of any Entergy OPEB Plan. For purposes of clarification, the Liabilities retained by Entergy as provided in this subsection (a) are intended to be Retained Business Liabilities.
Retention of Liability. Isis shall be solely responsible for, and retain all liabilities with respect to and Isis shall retain, bear and discharge all liabilities and obligations with respect to all inactive Ibis Employees until such time as the inactive Ibis Employee returns to active employment with Ibis. Isis shall be solely responsible for, and retain all liabilities with respect to, all wages, salaries, commissions, bonuses, vacation pay and other compensation payable to any Ibis Employee for all periods through and including the Closing Date. AMI shall not assume liability for any retention, severance, change-of-control or similar agreements between Isis and any of the Ibis Employees, and Isis shall retain or assume liability for all obligations under any such retention, severance, change-of-control or similar agreements. For purposes of this Section 8.11, an “inactive Ibis Employee” shall mean any employee of Ibis who, as of the Closing Date, is on any type of leave of absence or who has been otherwise continuously absent from work with Ibis for any reason for longer than five (5) working days, other than for approved paid vacation.
Retention of Liability. Effective immediately prior to the Closing, Seller shall have taken all steps necessary to (i) except as otherwise provided in this Section 9, terminate the Company’s participation in all Seller Benefit Plans in compliance with applicable Law; (ii) assume sponsorship of the JW Hourly Pension Plan; (iii) provide all required notices in connection therewith; and (iv) prepare and execute all necessary documents, and make all necessary regulatory filings, forms and approval requests in connection therewith, all in compliance with the requirements of ERISA and the Code, and any other applicable laws. Neither Buyer nor any affiliate thereof shall adopt, become a sponsoring employer under, or have any obligation under or with respect to any Seller Benefit Plan or the JW Hourly Pension Plan. Seller shall retain all liabilities with respect to all Seller Benefit Plans and the JW Hourly Pension Plan.
Retention of Liability. Notwithstanding anything to the contrary set forth in this Amendment, the Assignor retains and accepts any liability or responsibility for any breach, failure or other act or omission on the part of the Assignor, or any indemnification or other cost, fee or expense related thereto, in each case which occurred or directly or indirectly arose out of an event which occurred prior to the Effective Date.
Retention of Liability. Such Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof.
Retention of Liability. Isis shall be solely responsible for, and retain all liabilities with respect to and Isis shall retain, bear and discharge all liabilities and obligations with respect to (i) all inactive Ibis Employees until such time as the inactive Ibis Employee returns to active employment with Ibis and (ii) all inactive Ibis Employees who fail to return to active employment with Ibis. Isis shall be solely responsible for, and retain all liabilities with respect to, all wages, salaries, commissions, bonuses, vacation pay and other compensation payable to any Ibis Employee for all periods through and including the Closing Date. AMI shall not assume liability for any retention, severance, change-of-control or similar agreements between Isis and any of the Ibis Employees, and Isis shall retain or assume liability for all obligations under any such retention, severance, change-of-control or similar agreements. For purposes of this Section 8.11, an “inactive Ibis Employee” shall mean any employee of Ibis who, as of the Closing Date, is on any type of leave of absence or who has been otherwise continuously absent from work with Ibis for any reason for longer than five (5) working days, other than for approved paid vacation.
Retention of Liability. Grantor shall continue to retain all liability for any injury or damage to the person or property of third parties that may occur on the Protected Property arising from ownership of the Protected Property. Neither Grantor, nor any person claiming by or through Grantor, shall hold Grantee liable for any damage or injury that may occur on the Protected Property. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Protected Property, including the maintenance of adequate liability insurance coverage. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Easement, and all such activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations, and requirements. Grantor shall keep the Grantee's interest in the Protected Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor.
