Common use of Seller’s Employee Benefit Plans Clause in Contracts

Seller’s Employee Benefit Plans. Each Seller shall retain all obligations and liabilities under its respective Employee Plans in respect of each of its Transferred Employee(s) (except as otherwise expressly set forth herein) and each of its employees or former employees (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, each Seller shall retain all liabilities and obligations in respect of claims arising or incurred (whether or not reported) as of the Closing Date in respect of its Transferred Employees and benefits accrued as of the Closing Date by its Transferred Employees under its Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arthrocare Corp)

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Seller’s Employee Benefit Plans. Each (a) The Seller Parties shall retain all obligations and liabilities under its respective the Employee Plans and Benefit Arrangements in respect of each employee or former employee of Seller or any of its Transferred Employee(s) (except as otherwise expressly set forth herein) and each of its employees or former employees ERISA Affiliates (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, each Seller or its designated ERISA Affiliate shall retain all liabilities and obligations in respect of claims arising or incurred (whether or not reported) as of the Closing Date in respect of its Transferred Employees and benefits accrued as of the Closing Apportionment Date by its Transferred Employees under its the Employee PlansPlans and Benefit Arrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth hereinherein or unless included as an Assumed Contract, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mariner Health Group Inc)

Seller’s Employee Benefit Plans. Each (a) Seller shall retain all obligations and liabilities under its respective the Employee Plans and Benefit Arrangements in respect of each of its Transferred Employee(s) (except as otherwise expressly set forth herein) and each of its employees employee or former employees employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, each Seller or its designated Affiliate shall retain all liabilities and obligations in respect of claims arising or incurred (whether or not reported) as of the Closing Date in respect of its Transferred Employees and benefits accrued as of the Closing Date by its by, or obligations or liabilities relating to, Transferred Employees under its the Employee PlansPlans and Benefit Arrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Dynatech Corp)

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Seller’s Employee Benefit Plans. Each (a) Except as may be set forth in Section 9.07, Seller shall retain all obligations and liabilities under its respective the Employee Plans and Benefit Arrangements in respect of each of its Transferred Employee(s) (except as otherwise expressly set forth herein) and each of its employees employee or former employees employee (including any beneficiary thereof) who is not a US Transferred Employee. Except as expressly set forth hereinin this Article 9, each Seller or its designated Affiliate shall retain all liabilities and obligations in respect of claims arising or incurred (whether or not reported) as of the Closing Date in respect of its Transferred Employees and benefits accrued as of the Closing Date by its US Transferred Employees under its the Employee PlansPlans and Benefit Arrangements, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth hereinin Section 9.07, no assets or liabilities of any Employee Plan or Benefit Arrangement shall be transferred to to, or assumed by, Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wrigley Wm Jr Co)

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