Common use of Employee Liabilities Clause in Contracts

Employee Liabilities. (a) Other than as set forth in Section 8(b), EMS shall remain responsible for all liabilities and obligations arising out of, relating to or with respect to (i) the employment or performance of services with, or termination of employment or services by, EMS or any of its Affiliates of any individual (including, any such individual that may be terminated as contemplated by Section 10), and (ii) all benefit and compensation arrangements and any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by EMS or any of its Affiliates, or with respect to which EMS or any of its Affiliates has any liability or obligation (including, without limitation, under any pension benefit plan or related or similar plan) regardless of when such liabilities or obligations are incurred or reported. For purposes of this Agreement, “Affiliate” shall include: any corporation or unincorporated trade or business that, at any relevant time, could be treated as a single employer with EMS pursuant to Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended. Schedule 8 sets forth the current compensation and benefit expenses associated with employees of the ECS Division. (b) Sensata shall only be liable for the payment of cash for the liabilities of the type contemplated by clause (i) and clause (ii) of Section 8(a), to the extent (i) such liabilities relate to employees of the ECS Division and arise or are accrued with respect to services performed by such employees during the term of this Agreement and are specifically set forth on Schedule 4 and/or Schedule 5 and included in the computation of the P&L Statement and/or Net Working Capital of the ECS Division, respectively, or (ii) a change in pension laws requires an additional cash contribution to an EMS-sponsored pension plan for ECS Division employees during the term of this Agreement that relates to pension benefits accrued by such employee during such term (and which would not have been required to be made in the absence of this Agreement) and such cash contribution expense is appropriately reflected in the determination of the P&L Statement.