Severance and WARN Act Liability Sample Clauses

Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (i) all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s severance pay policies or practices, retention agreements, policies or arrangements and (ii) any payment obligations described in Section 5.8(a)(ii) with respect to any of the Transferred US Employees that arise on or after the Closing Date. Except for Purchaser’s payment obligations assumed by the Purchaser pursuant to Section 5.8(a)(i), Sellers agree to pay and be responsible for all liability, cost or expense, if any, for severance, salary continuation, special bonuses and the like under Sellers’ severance pay plans, retention agreements, employment agreements, policies or arrangements with respect to any of the U.S. Employees that arise before the Closing Date in connection with the consummation of the transactions contemplated by this Agreement or the termination of employment of any such Employee by a Seller. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date that relate to the Business. No more than three (3) business days prior to the Closing Date, Section 3.12(h) of the Disclosure Schedule shall be updated as of such date and delivered to Purchaser.
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Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for all liability, cost or expense for severance, termination indemnity payments, salary continuation, special bonuses and like costs that arise from the termination of employment of any Transferred Employee by Purchaser on or after the Closing Date, including but not limited to those amounts reflected on Schedule 5.2(d). Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with the consummation of the transactions described in or contemplated by this Agreement.
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Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (A) except as otherwise expressly provided in this Agreement, all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s and its Subsidiaries’ (including the Transferred Entities’) severance pay plans, retention agreements, policies or arrangements and (B) any payment obligations described in Section 5.9(a)(ii) with respect to any of the Transferred U.S. Employees that arise on or after the Closing Date. Purchaser and its Affiliates shall not at any time prior to 90 days after the Closing Date effectuate a “plant closing” or “mass layoff” as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or effectuate any similar triggering event under any other applicable Law, affecting in whole or in part any site of employment, facility, operating unit or Transferred U.S. Employee. Purchaser agrees to provide any required notice under WARN and any other applicable Law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or any similar triggering event under any other applicable Law occurring on or after the Closing or arising as a result of the transactions contemplated hereby.
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Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for all liability, cost or expense for severance benefits that arise from the termination of employment of any Transferred US Employee by Purchaser on or after the Closing Date to the extent contemplated by Section 5.2.1(d) of this Agreement. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with the consummation of the transactions described in or contemplated by this Agreement.
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Severance and WARN Act Liability. Sellers shall pay and be solely liable and shall indemnify and hold Buyer harmless for all obligation, cost or expense for severance pay, termination indemnity pay, salary continuation, special bonuses or like compensation (whether such amounts arise from any event, occurrence or circumstance or otherwise become due or payable before or after the Closing) under Sellers' plans, policies or arrangements, including, without limitation any claim or constructive termination due to the sale of the Acquired Assets. Sellers shall pay and be solely liable and shall indemnify and hold Buyer harmless for all obligation, cost or expense for liability under the Workers Adjustment and Retraining Notification Act (the "WARN
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Severance and WARN Act Liability. As JMEASI will offer employment to the Employees, the parties do not expect or contemplate any WARN Act obligations in connection with this transaction. RELM agrees to pay and be responsible for all liability, cost or expense for severance, termination indemnity payments, salary continuation, special bonuses and like costs, with respect to any of the Employees or Former Employees, including any Employees described in Section 4.2(e), and agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, or any similar state or local law, to the extent attributable to the events or occurrences on or prior to the Closing. JMEASI agrees to pay and be responsible for all such liability, costs, expense or sanctions with respect to any Transferred Employee to the extent attributable to events or occurrences following the Closing.
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Severance and WARN Act Liability. Seller shall pay and be responsible for all liability, cost or expense for severance, termination indemnity payments, salary continuation, special bonuses and like costs under Seller's severance pay plans, policies or arrangements, with respect to any of the Employees that arise from or relate to the transactions described in or contemplated by this Agreement, or that arise under Seller's severance plans other than from the subsequent termination of employment by Buyer after the Closing Date. Buyer agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from Buyer's failure to comply after the Closing Date with the WARN Act, and the regulations thereunder, in connection with any termination of Transferred Employees or for any action by Buyer taken after the Closing Date which causes the WARN Act to apply in connection with any termination of Transferred Employees. Seller agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any action taken by Seller in connection with, on, prior to or after the Closing Date with regard to any site of employment, facility, operating unit or employee affected by this Agreement which action by itself causes the WARN Act to apply.
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Severance and WARN Act Liability. Buyer agrees to cause the Company to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date.
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Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (i) all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s severance pay plans, retention agreements, policies or arrangements, (ii) any payment obligations described in Section 5.8(a)(ii) with respect to any of the Transferred U.S. Employees that arise and are in respect of the Transferred U.S. Employees’ services performed for Purchaser or any of its Affiliates on or after the Closing Date, and (iii) any severance obligations that arise on or after January 1, 2011 in connection with any Sellers’ repositioning projects approved by Purchaser under Section 5.1. Except as provided in the foregoing sentence, Sellers shall be solely responsible and pay for all liability, cost or expense, if any, for severance, salary continuation, special bonuses and the like under the Employee Transferors’ or the Transferred Entities’ severance pay plans, retention agreements, expatriate agreements, employment agreements, policies or arrangements with respect to employees of the Business that arise before the Closing, in connection with the consummation of the transactions contemplated by this Agreement or a termination of employment of any such individual by an Employee Transferor or a Transferred Entity, including but not limited to, to the extent not satisfied nor required to be satisfied prior to Closing, under the agreements set forth on or as otherwise set forth on Section 5.8(a)(vi) of the Disclosure Schedule Sellers agree to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur prior to the Closing Date that relate to the Business. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date that relate to the Business.
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Related to Severance and WARN Act Liability

  • 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.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Benefits Perquisites and Expenses Benefits. During the Term, the Executive shall be eligible to participate in (1) each welfare benefit plan sponsored or maintained by the Company, including, without limitation, each life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (2) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company, in each case, whether now existing or established hereafter, to the extent that the Executive is eligible to participate in any such plan under the generally applicable provisions thereof. With respect to the pension or retirement benefits payable to the Executive, the Executive's service credited for purposes of determining the Executive's benefits and vesting shall be determined in accordance with the terms of the applicable plan or program. Nothing in this Section 3(c), in and of itself, shall be construed to limit the ability of the Company to amend or terminate any particular plan, program or arrangement. For the purposes of defining years of service, the Executive shall be given credit for his/her years of service with Genesis Health Ventures, Inc.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • WARN Act Split-Off Subsidiary does not have a sufficient number of employees to make it subject to the Worker Adjustment and Retraining Notification Act.

  • Accrued Liabilities Termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

  • Indemnity for Taxes The Borrowers hereby indemnify and agree to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

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