Examples of HIG Group in a sentence
CPRE shall cause each member of the HIG Group to transfer to the relevant Tower Entities or, at their direction, an Affiliate thereof, assets of any employee benefit plan maintained by any member of the HIG Group covering the members of the Employee Group, including the Transferred Employees and the Non-Transferred Employees, and the relevant Tower Entities shall assume any and all Liabilities related to or arising out of such plans.
The members of the HIG Group shall retain, and none of TRM, the Purchasing Insurers or any other Tower Entity shall assume, any Liabilities of any member of the HIG Group or any other CPRE Entity set forth in this Section 2.4, as such Liabilities exist as of the Closing and regardless of when discovered or reported (collectively, the “Excluded Liabilities”).
With respect to any Transferred Employee who is a party to an employment agreement with the HIG Group (each agreement and “Employment Agreement”), each Purchasing Insurer shall use commercially reasonable efforts to obtain, on or prior to the Transfer Date, the consent of such Transferred Employee to the termination of such Employment Agreement.
Those employees who are not Transferred Employees will be referred to as “Non-Transferred Employees.” On the Closing Date, CPRE shall, or shall cause the appropriate members of the HIG Group to, terminate the employment of all Non-Transferred Employees.
Each Purchasing Insurer shall be responsible for any and all Liabilities with respect to, in connection with, or arising out of the termination of any Employment Agreement between a member of the HIG Group and any member of the Employee Group.
All sales, assignments and transfers of the Transferred Assets to TRM or any other Tower Entity, as directed by TRM, hereunder will be evidenced by one or more Bills of Sale and General Assignment Agreements, which will be executed and delivered by each member of the HIG Group, as applicable, on the Closing Date.
CPRE shall, and, following the closing of the transactions contemplated by the Stock Purchase Agreement, shall cause each member of the HIG Group to, comply with all Applicable Laws relating to the performance by CPRE and the members of the HIG Group of their duties and obligations under this Agreement and the Ancillary Agreements.
The Transferred Assets shall not include, or otherwise be deemed to include any of the following (collectively, the “Excluded Assets”): (i) the Insurance Contracts; (ii) any shares of the share capital of any member of the HIG Group or any other equity security issued by any member of the HIG Group; and (iii) those other properties, assets and rights expressly identified on Exhibit A.
On and after the Closing Date, CPRE shall cause each member of the HIG Group to release such Transferred Employees from any restrictive covenant in any employment agreement that would impede, directly or indirectly, such Transferred Employee, from accepting the Offer of Employment.
The CPRE Entities, including CPRE (i) have conducted on their own behalf a due diligence examination of the operations, assets, books and records of the HIG Group, including the Selling Insurers, and (ii) have determined to enter into this Agreement and the Ancillary Agreements based on such due diligence examination and the representations, warranties, covenants and undertakings of TRM and the Purchasing Insurers herein and in the Ancillary Agreements.