Retained Employee Liabilities. Retained Employee Liabilities consisting of all of Seafield's obligations (a) with respect to the following Seafield employees: P. Anthony Jacobs, James R. Seward, Steven K. Fitzwater, Linda McCxx, X. Xxxx Xxnhaxxx, Xxxx Xxxx, Sxxxx Xxxxx, Xxxxx Xlvix, Xxx Xxxxefer, Xxxxx Xxxxxdan, Xxxxx Tuxxxxx, Xxxti Xxxxxxxx xr Xxxxx Xxxxxxy; (x) xxxxx Xxxainxx Xxxxxxxxxes xxxxxxxxxx xn Arxxxxx XX xx xhe Distribution Agreement, and (c ) arising under employee benefit plans that are not for the exclusive benefit of the SLH Employees but that cover the employees of Seafield and/or of its subsidiaries in addition to the SLH Employees such as stock option or award plans relating to securities issued or issuable by Seafield, umbrella employee benefit or welfare plans such as the 401-K Plan, to the extent such obligations relate to employees other than the SLH Employees and to the extent that such obligations are excluded from the Transfer Liabilities under the Distribution Agreement.
Retained Employee Liabilities. Retained Employee Liabilities consisting of all of Seafield's obligations (a) with respect to the following Seafield employees:P. Xxxxxxx Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx XxXxx, D. Xxxx Xxxxxxxx, Xxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx or Xxxxx Xxxxxxx; (b) under Retained Liabilities identified in Article VI of the Distribution Agreement, and (c ) arising under employee benefit plans that are not for the exclusive benefit of the SLH Employees but that cover the employees of Seafield and/or of its subsidiaries in addition to the SLH Employees such as stock option or award plans relating to securities issued or issuable by Seafield, umbrella employee benefit or welfare plans such as the 401-K Plan, to the extent such obligations relate to employees other than the SLH Employees and to the extent that such obligations are excluded from the Transfer Liabilities under the Distribution Agreement.
Retained Employee Liabilities. Seller will be responsible for all liabilities for its employees or agents, including compensation and benefits accrued or otherwise arising out of services rendered prior to Closing or arising by reason of actual, constructive, or deemed termination at Closing. On the Closing Date, Seller will pay all of its respective employees performing services in relation to the Assets compensation or accrued benefits, including but not limited to vacation, without any increase in the Purchase Price or reimbursement by Buyer. Buyer is assuming no obligation or liabilities of Seller under any employee benefit plan or any oral or written contract of employment.
Retained Employee Liabilities. Buyer shall not assume, and Sellers shall indemnify and hold harmless Buyer with respect to, all Liabilities relating to Sellers’ employee benefit arrangements, including, without limitation, all Liabilities arising under Sellers’ employee benefit arrangements for health, medical, dental, disability and workers compensation benefits, accrued and unpaid bonus and incentive compensation for any year (or portion thereof) prior to the Transfer Date, and any unfunded pension, retirement or deferred compensation benefits. Buyer shall not assume any other employment-related Liabilities (i) with respect to each employee and former employee of the Business who does not become a Transferred Worker and (ii) with respect to each Transferred Worker, to the extent that such Liabilities arise, accrue or are incurred before the Transfer Date of such Transferred Worker (the “Retained Worker Liabilities”).
Retained Employee Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the Sellers shall retain all Liabilities for and with respect to (i) any workers' compensation claim made by any U.S. Transferred Employee arising from an event, injury or illness occurring prior to Closing including any claim payable pursuant to the terms of any third party payer workers' compensation insurance policy maintained by Seller or an Affiliate of the Sellers at the time of such event, injury or illness, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing; (ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a U.S. Transferred Employee prior to the Closing including any claim payable pursuant to the terms of any third party payer insurance policy maintained by the Sellers or an Affiliate of the Sellers in effect at the time such claim was incurred, except to the extent that such claim is covered under a plan set forth on Section 6.02(d) of the Disclosure Schedule; (iii) any claim for long-term disability benefits by a U.S. Transferred Employee in respect of a continuous, uninterrupted period of absence from work commencing prior to the Closing including any claim payable pursuant to the terms of any third party payer long-term disability insurance policy of the Sellers or an Affiliate of the Sellers in effect as of the last day of such U.S. Transferred Employee's attendance at work for the Sellers or an Affiliate of the Sellers, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing; (iv) the transaction bonuses only under the retention agreements listed on Section 6.02(c)(i) of the Disclosure Schedule; and (v) plans, programs and arrangements described in Section 6.02(e) of the Disclosure Schedule.
Retained Employee Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the Sellers shall retain all Liabilities for and with respect to (i) any workers' compensation claim made by any Swiss Transferred Employee arising from an event, injury or illness occurring prior to Closing and payable pursuant to the terms of any third party payer workers' compensation insurance policy maintained by the Sellers or any Affiliate of the Sellers at the time of such event, injury or illness, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss Company as of the Closing; (ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a Swiss Transferred Employee prior to the Closing and payable pursuant to the terms of any third party payer insurance policy maintained by the Sellers or their Affiliates in effect at the time such claim was incurred, except to the extent that such claim is covered in full under a third party payer insurance policy maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss Company as of the Closing; (iii) any claim for long-term disability benefits by a Swiss Transferred Employee in respect of a continuous, uninterrupted period of absence from work commencing prior to the Closing and payable pursuant to the terms of any third party payer long-term disability insurance policy of the Sellers or an Affiliate of the Sellers in effect as of the last day of such Swiss Transferred Employee's attendance at work for the Sellers or an Affiliate of the Sellers, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss Company as of the Closing; (iv) the transaction bonuses only under the retention agreements listed on Disclosure Schedule 6.04(d); and (v) plans, programs and arrangements described in Section 6.04(f) of the Disclosure Schedule.
Retained Employee Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Covance shall retain all liabilities, obligations and responsibilities for and with respect to (i) any workers' compensation claim made by any Company Employee arising from an event, injury or illness occurring prior to the Closing and payable pursuant to the terms of any workers' compensation insurance policy or program maintained by Covance or an Affiliate of Covance at the time of such event, injury or illness, except to the extent that any such insurance policy is maintained by or assigned to the Company, or assigned to the Purchaser or an Affiliate of the Purchaser, as of the Closing; (ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a Company Employee prior to the Closing and payable pursuant to the terms of any insurance policy maintained by Covance or an Affiliate of Covance in effect at the time such claim was incurred, except to the extent that claim is covered in full under an insurance policy maintained by or assigned to the Company, or assigned to the Purchaser or an Affiliate of the Purchaser, as of the Closing; and (iii) any claim for long-term or short-term disability benefits by a Company Employee in respect of a continuous, uninterrupted period of absence from work commencing prior to the Closing and payable pursuant to the terms of any long-term or short-term disability insurance policy of Covance or an Affiliate of Covance in effect as of the last day of such Company Employee's attendance at work for Covance or an Affiliate of Covance, except to the extent that such insurance policy is maintained by or assigned to the Company or assigned to the Purchaser or an Affiliate of the Purchaser, as of the Closing.
