SELLERS' RESPONSIBILITY FOR EXISTING BENEFITS Sample Clauses

SELLERS' RESPONSIBILITY FOR EXISTING BENEFITS. Buyer shall not be liable for any salaries, wages, commissions, vacation and/or sick leave pay or other compensation or benefits due Sellers' employees prior to the Effective Time, including, but not limited to, any withdrawal liability imposed under ERISA as the result of the cessation of any of Sellers' obligations to contribute to any plan subject to ERISA. Sellers shall remain liable for and pay all amounts due their employees under any pension, vacation, 401(k) savings, profit sharing, retirement, severance, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, medical, dental, life insurance, supplemental retirement or other benefit plans, programs, or arrangements (including any such plans, programs or arrangements contained in any employment or collective bargaining contract or agreement). Sellers agree to remain solely responsible and liable for any claims or demands made by their employees arising or resulting from facts or circumstances occurring during their employment by Sellers. Sellers hereby agree to indemnify, save and hold harmless Buyer for, from and against any and all Loss associated in any way with the matters set forth in this Section 5.02(b).
Sample 1
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Related to SELLERS' RESPONSIBILITY FOR EXISTING BENEFITS

  • Responsibility for Expenses Vanguard will provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform its responsibilities under this Agreement.

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

  • Limitations of Sub-Adviser’s Responsibility Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for aspects of the Fund’s investment program other than the management of the Allocated Portion in accordance with the Strategy.

  • No Responsibility for Representations The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.

  • Compensation and Benefits by the Company As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

  • SUB-ADVISER'S COMPENSATION The Fund shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Fund. The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of the Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund's prospectus. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

  • No Responsibility for Title, etc So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Owners Responsibilities Owner shall comply with the following provisions in a timely manner in accordance with the Project Schedule at no cost to Contractor:

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