Controlled Group Liabilities Clause Samples
The Controlled Group Liabilities clause defines how liabilities are allocated among entities that are part of the same controlled group, typically under common ownership or control. In practice, this clause clarifies which members of the group are responsible for specific debts or obligations, such as pension liabilities or tax obligations, that may arise due to their collective operations. By establishing clear rules for liability allocation, the clause helps prevent disputes and ensures that all parties understand their financial responsibilities within the group.
Controlled Group Liabilities. Except as disclosed in Schedule 4.14, to the Knowledge of Sellers, no Targets nor any of their respective ERISA Affiliates have incurred any unpaid liability to a Pension Plan (other than for contributions not yet due) that, when aggregated with other such liabilities, would have a Material Adverse Effect.
Controlled Group Liabilities. Except as disclosed in Schedule 4.17(g), neither the Company nor any ERISA Affiliate has incurred any liability to a Pension Plan (other than for contributions not yet due) or to the Pension Benefit Guaranty Corporation (other than for the payment of premiums not yet due) that, when aggregated with other such liabilities, would result in a material liability to the Company, which liability has not been fully paid as of the date hereof.
Controlled Group Liabilities. Except as disclosed in Section 4.27(i) of the Disclosure Schedule, neither the Company nor any ERISA Affiliate has incurred any liability to a Pension Plan (other than for contributions not yet due) or to the Pension Benefit Guaranty Corporation that, when aggregated with other such liabilities, would result in a material liability to the Company, which liability has not been fully paid as of the date hereof. No event has occurred and no condition exists that after the Closing could reasonably be expected to subject EDS or the Surviving Corporation, directly or indirectly, to any liability (including liability under any indemnification agreement) under Section 412, 413, 4971, 4975, or 4980B of the Code or Section 302, 502, 515, 601, 606, or Title IV of ERISA.
Controlled Group Liabilities. None of the Companies or the Subsidiary has or will have any material liability or obligation for taxes, penalties, contributions, losses, claims, damages, judgments, settlement costs, expenses, costs, or any other liability or liabilities of any nature whatsoever arising out of or in any manner relating to any Plan, (including but not limited to employee benefit plans such as foreign plans which are not subject to ERISA), that has been, or is, contributed to by any entity, whether or not incorporated, which is deemed to be under common control (as defined in Section 414 of the Code), with any of the Companies or the Subsidiary.
Controlled Group Liabilities. From and after the Closing Date, Sellers shall retain and indemnify and hold harmless the Purchaser Group from and against all Controlled Group Liabilities with respect to any Seller and any Commonly Controlled Entity.