Wencor West definition
Examples of Wencor West in a sentence
After the Closing Date, Wencor West shall be responsible for providing COBRA continuation coverage, including, but not limited to, any notification obligations, to the employees of Bearings Company who continue to be employed by Bearings Company after the Closing Date and who become covered under the group health plan of Bearings Company but experience a qualifying event after the Closing Date.
All Tax sharing agreements or similar agreements with respect to or involving Bearings Company shall be terminated as of the Closing Date and, after the Closing Date, neither Bearings Company nor Wencor West shall be bound thereby or have any Liability thereunder.
This Agreement constitutes the valid and legally binding obligation of Wencor West, enforceable in accordance with its terms and conditions.
Bearings Company hereby represents and warrants that the only broker, finder or agent retained in connection with the transactions contemplated by this Agreement is Fieldstone and that AVS alone, and neither Bearings Company nor Wencor West, shall be liable or obligated for any fees or commissions due to Fieldstone in connection with the transactions contemplated by this Agreement.
In addition, each such employee will be offered such other benefits (including life and dental insurance coverage and accidental death and disability coverage) no less favorable than Wencor West provides to its employees and to the employees of its other Subsidiaries.
AVS has delivered to Wencor West a correct and complete copy of each written agreement listed in Schedule 4.16 of the Disclosure Schedule (each as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Schedule 4.16 of the Disclosure Schedule.
In addition, AVS acknowledges and agrees that neither Bearings Company nor Wencor West will be obligated to reimburse AVS for any of the time or attention devoted by any of their employees, officers, directors or agents to the negotiation and execution of this Agreement or any of the transactions contemplated hereby, or for any of the incidental costs or expenses incurred by them in connection with the negotiation and execution of this Agreement or any of the transactions contemplated hereby.
Wencor West shall offer employment, commencing on the Closing Date, to all employees of Bearings Company.
Wencor West has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which either Aviation Sales, Distribution Services or Bearings Company could become liable or obligated.
Wencor West shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Bearings Company other than those based upon income or receipts of Bearings Company for Tax periods that began before the Closing Date but end after the Closing Date.