General Principles for Allocation of Liabilities Sample Clauses

General Principles for Allocation of Liabilities. Section 2.01.
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General Principles for Allocation of Liabilities. Section 4.01
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General Principles for Allocation of Liabilities. Section 1.1 General Principles 1 Section 1.2 Service Credit 3 Section 1.3 Plan Administration 3 Section 1.4 Retention of CRC Group Plans 4 Section 1.5 No Duplication or Acceleration of Benefits 4 Section 1.6 No Expansion of Participation 4 ARTICLE II
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General Principles for Allocation of Liabilities. (a) Except as otherwise provided in this Agreement, effective as of the Distribution Date, the New News Corporation Group shall be solely Liable and no member of the Remainco Group shall have any Liability or obligations whatsoever with respect to Claims Incurred on or after the Distribution Date by any New News Corporation Group Employee in connection with any such individual’s employment or any employee benefit plan, program, policy or compensation arrangement.
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General Principles for Allocation of Liabilities. 27 Section 4.1. General Principles 27 Section 4.2. Service Credit 28 Section 4.3. Plan Administration 29 ARTICLE V 30 PENSION, EXCESS AND SUPPLEMENTAL PLANS 30 Section 5.1. General Principles 30 Section 5.2. U.S. Pension Plan 30 Section 5.3. Non-U.S. Pension Plans 30 Section 5.4. Non-Qualified Deferred Compensation Plans 31 ARTICLE VI 32 SAVINGS PLANS 32 Section 6.1. U.S. Savings Plans 32 Section 6.2. Treatment of Crane NXT, Co. Common Stock and Crane Company Common Stock 32 Section 6.3. U.S. Transfer of Accounts 33 Section 6.4. Non-U.S. Savings Plans 33 ARTICLE VII 34 WELFARE PLANS 34 Section 7.1. Establishment of Crane NXT, Co. Welfare Plans 34 Section 7.2. Transitional Matters Under Crane Company Welfare Plans 35 Section 7.3. Continuity of Benefits, Benefit Elections and Beneficiary Designations 36 Section 7.4. Insurance Contracts 37 Section 7.5. Third-Party Vendors 37 Section 7.6. Claims Experience 37 Section 7.7. Allocation of Demutualization Proceeds 38 ARTICLE VIII 38 BENEFIT ARRANGEMENTS 38 Section 8.1. Benefit Arrangements 38 ARTICLE IX 38 WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION 38 Section 9.1. General Principles 38 Section 9.2. Crossover Claims 38 Section 9.3. Additional Details 39 ARTICLE X 39 INDIVIDUAL AGREEMENTS, SEVERANCE AND OTHER MATTERS 39 Section 10.1. Individual Agreements 39 Section 10.2. Severance 40 Section 10.3. Accrued Time Off 40 Section 10.4. Leaves of Absence 40 Section 10.5. Collective Bargaining Agreements 41 Section 10.6. Director Cash Fees 41 Section 10.7. Restrictive Covenants in Employment and Other Agreements 41 Section 10.8. Non-Solicitation 42 ARTICLE XI 42 GENERAL PROVISIONS 42 Section 11.1. Preservation of Rights to Amend 42 Section 11.2. Confidentiality 42 Section 11.3. Administrative Complaints/Litigation 43 Section 11.4. Reimbursement and Indemnification 43 Section 11.5. Costs of Compliance with Agreement 44 Section 11.6. Fiduciary Matters 44 Section 11.7. Entire Agreement 44 Section 11.8. Binding Effect; No Third-Party Beneficiaries; Assignment 44 Section 11.9. Amendment 45 Section 11.10. Failure or Indulgence Not Waiver; Remedies Cumulative 45 Section 11.11. Notices 45 Section 11.12. Counterparts 45 Section 11.13. Severability 45 Section 11.14. Governing Law 45 Section 11.15. Performance 46 Section 11.16. Construction 46 Section 11.17. Effect if Distribution Does Not Occur 46 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and betw...
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General Principles for Allocation of Liabilities. Section 4.01 General Principle 13 Section 4.02 Establishment of DPSG Plans 14 Section 4.03 Transfer of Assets and Liabilities 14 Section 4.04 Service Credit 14 Section 4.05 Plan Administration 15 PAGE
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General Principles for Allocation of Liabilities 
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Related to General Principles for Allocation of Liabilities

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Allocation of Liability It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing. The provisions of this Section 12.1 shall survive the Closing.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • LIMITATION OF LIABILITY OF ADVISER You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, member, shareholder or agent of you, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, member, shareholder or agent of you, or one under your control or direction, even though paid by you.

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