Retention Agreements. The Seller or any of the Selling Affiliates shall be solely liable for any payments, including but not limited to any retention bonuses and other bonus payments, which become due prior to or after the Closing Date under retention agreements between the Seller or any Selling Affiliates and the Business Employee identified on Schedule 4.5. Seller shall indemnify Purchaser and hold Purchaser harmless against any and all claims which Purchaser or the relevant Purchaser Designee, a Sold Entity or a JV Majority Participation may be subject to in that respect and against any and all costs Purchaser or a Purchaser Designee may suffer as a result thereof. None of Seller or any Selling Affiliate shall issue a competing offer of employment as contemplated by such Retention Agreements.
Appears in 3 contracts
Sources: Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp), Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp)