Examples of AWI Group in a sentence
Notwithstanding anything in this Agreement to the contrary, neither AFI or any member of the AFI Group, on the one hand, nor AWI or any member of the AWI Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).
AFI shall not make, and shall not permit any member of the AFI Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against AWI or any other member of the AWI Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).
The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time, which services will be rendered solely for the benefit of the AWI Group or the AFI Group, as the case may be.
The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the AWI Group or member of the AFI Group.
The AWI Group shall be responsible for any and all Liabilities to, or relating to, AWI Group Employees and Former AWI Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.
The AWI Group shall be solely responsible for funding, paying and discharging all obligations relating to the 2016 annual incentive bonus awards under the AWI Non–Equity Incentive Plans or other short-term compensation plan with respect to payments earned before, as of or after the Effective Time by AWI Group Employees or Former AWI Group Employees, and no member of the AFI Group shall have any obligations with respect thereto.
The AWI Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each AWI Group Employee.
Nothing in this Agreement shall create any obligation on the part of any member of the AWI Group or any member of the AFI Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.
The Parties acknowledge that the AWI Group or the AFI Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement.
In no event shall AWI, any other member of the AWI Group or any AWI Indemnitee have any Liability or obligation whatsoever to any member of the AFI Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the AFI Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.