Purchaser Benefit Plans; Assumption of Liabilities Sample Clauses

Purchaser Benefit Plans; Assumption of Liabilities. (a) From the Closing through the first anniversary thereof, except as may be required by applicable Law, Purchasers and their Subsidiaries shall provide each Employee with (i) a salary or base wage and cash bonus opportunities that are, in the aggregate, no less favorable than those provided to such Employee by the Company and its Subsidiaries immediately prior to the Closing, (ii) employee benefits (excluding deferred compensation benefits, equity and long-term incentives, defined benefit pensions and post-employment welfare benefits) that are, in the aggregate, no less favorable than those provided to such Employee by the Company and its Subsidiaries immediately prior to the Closing and (iii) severance benefits that are no less favorable than those provided under the Employee Plans specified in Section 8.01(a)(i) of the Disclosure Schedule covering such Employee immediately prior to the Closing Date. Notwithstanding anything contained herein to the contrary, the aggregate severance benefits (including the employer portion of any payroll Taxes) that become payable to any Employee pursuant to Article IV of the Company Senior Management Change in Control Severance Plan or pursuant to any agreement entered into with the Employee set forth on Section 8.01(a)(ii) of the Disclosure Schedule on or before the Closing Date shall be allocated between Seller and Purchasers as set forth on Section 8.01(a)(iii) of the Disclosure Schedule (the Seller portion of such amount, the “Seller Severance Payable”). Should an event giving rise to such a severance benefit occur on or before the first anniversary of the Closing Date (whether or not such severance benefit is due to be paid on or before the first anniversary of the Closing Date), Seller shall promptly (and, in any event within five (5) Business Days) following receipt of written notice from Purchasers thereof reimburse Purchasers for the applicable Seller Severance Payable (provided, however, that the Parties acknowledge and agree, and shall take all actions necessary to ensure, that the only Employees eligible for severance benefits pursuant to the Company Senior Management Change in Control Severance Plan are those Employees set forth on Section 8.01(a)(iii) of the Disclosure Schedule and the amount, and terms and conditions, of such severance benefit are as set forth on Section 8.01(a)(iii) of the Disclosure Schedule). On or prior to the Closing Date, Seller shall offer (x) each of the Employees set forth on Sect...
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Purchaser Benefit Plans; Assumption of Liabilities. (a) Subject to the requirements of any employment Contract with Purchaser (if applicable), Transferred Employees shall be eligible to participate in the Purchaser employee benefit, pension, welfare, severance and vacation pay benefit plans that similarly situated Purchaser employees participate in accordance with the terms of such plan. Purchaser shall assume and honor any liabilities to the extent accrued on the Final Statement (but not yet paid) under the short-term cash incentive compensation plans set forth on Section 8.02(a) of the Disclosure Schedule applicable to any Transferred Employee in accordance with the terms thereof.
Sample 1
Purchaser Benefit Plans; Assumption of Liabilities. (a) Prior to the Closing Date, the Purchaser shall establish benefit, pension, welfare, severance and vacation pay plans that are substantially comparable to such plans currently made available by Seller or its Affiliates to the Transferred Employees, and shall maintain plans substantially comparable in the aggregate to such plans for at least one year following closing. Subject to the provisions in Section 9.02(b), Transferred Employees shall be eligible to participate in Purchaser’s employee benefit, pension, welfare, severance and vacation pay benefit plans that similarly situated Purchaser employees participate in accordance with the terms of such plan.
Sample 1
Purchaser Benefit Plans; Assumption of Liabilities. (a) From the Closing through the one year anniversary of the Closing Date, except as may be required by applicable Law and subject to Section 8.01(c), Purchaser currently intends to provide each individual who was an Employee of the Company immediately prior to the Closing (including the Transferred Employees whose employment transferred to the Company but excluding the Non-Transferred Employees) (the “Business Employees”) with employee benefits and compensation that are substantially similar to those provided to similarly situated employees of Purchaser or such Affiliate.
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Related to Purchaser Benefit Plans; Assumption of Liabilities

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement from and after the Effective Time, (a) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (b) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (c) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities with respect to awards granted to IMS Health Employees, IMS Health Retirees, Corporation Retirees and IMS Health Disabled Employees pursuant to the IMS Health Replacement Option Plan. The Corporation Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to Corporation Post-Distribution Employees).

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

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