Purchaser Benefit Plans; Assumption of Liabilities Sample Clauses

Purchaser Benefit Plans; Assumption of Liabilities. (a) Subject to the requirements of any employment Contract with Purchaser (if applicable), Transferred Employees shall be eligible to participate in the Purchaser employee benefit, pension, welfare, severance and vacation pay benefit plans that similarly situated Purchaser employees participate in accordance with the terms of such plan. Purchaser shall assume and honor any liabilities to the extent accrued on the Final Statement (but not yet paid) under the short-term cash incentive compensation plans set forth on Section 8.02(a) of the Disclosure Schedule applicable to any Transferred Employee in accordance with the terms thereof.
Sample 1
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Purchaser Benefit Plans; Assumption of Liabilities. (a) From the Closing through the one year anniversary of the Closing Date, except as may be required by applicable Law and subject to Section 8.01(c), Purchaser currently intends to provide each individual who was an Employee of the Company immediately prior to the Closing (including the Transferred Employees whose employment transferred to the Company but excluding the Non-Transferred Employees) (the “Business Employees”) with employee benefits and compensation that are substantially similar to those provided to similarly situated employees of Purchaser or such Affiliate.
Sample 1
Purchaser Benefit Plans; Assumption of Liabilities. (a) From the Closing through the first anniversary thereof, except as may be required by applicable Law, Purchasers and their Subsidiaries shall provide each Employee with (i) a salary or base wage and cash bonus opportunities that are, in the aggregate, no less favorable than those provided to such Employee by the Company and its Subsidiaries immediately prior to the Closing, (ii) employee benefits (excluding deferred compensation benefits, equity and long-term incentives, defined benefit pensions and post-employment welfare benefits) that are, in the aggregate, no less favorable than those provided to such Employee by the Company and its Subsidiaries immediately prior to the Closing and (iii) severance benefits that are no less favorable than those provided under the Employee Plans specified in Section 8.01(a)(i) of the Disclosure Schedule covering such Employee immediately prior to the Closing Date. Notwithstanding anything contained herein to the contrary, the aggregate severance benefits (including the employer portion of any payroll Taxes) that become payable to any Employee pursuant to Article IV of the Company Senior Management Change in Control Severance Plan or pursuant to any agreement entered into with the Employee set forth on Section 8.01(a)(ii) of the Disclosure Schedule on or before the Closing Date shall be allocated between Seller and Purchasers as set forth on Section 8.01(a)(iii) of the Disclosure Schedule (the Seller portion of such amount, the “Seller Severance Payable”). Should an event giving rise to such a severance benefit occur on or before the first anniversary of the Closing Date (whether or not such severance benefit is due to be paid on or before the first anniversary of the Closing Date), Seller shall promptly (and, in any event within five (5) Business Days) following receipt of written notice from Purchasers thereof reimburse Purchasers for the applicable Seller Severance Payable (provided, however, that the Parties acknowledge and agree, and shall take all actions necessary to ensure, that the only Employees eligible for severance benefits pursuant to the Company Senior Management Change in Control Severance Plan are those Employees set forth on Section 8.01(a)(iii) of the Disclosure Schedule and the amount, and terms and conditions, of such severance benefit are as set forth on Section 8.01(a)(iii) of the Disclosure Schedule). On or prior to the Closing Date, Seller shall offer (x) each of the Employees set forth on Sect...
Sample 1
Purchaser Benefit Plans; Assumption of Liabilities. (a) Prior to the Closing Date, the Purchaser shall establish benefit, pension, welfare, severance and vacation pay plans that are substantially comparable to such plans currently made available by Seller or its Affiliates to the Transferred Employees, and shall maintain plans substantially comparable in the aggregate to such plans for at least one year following closing. Subject to the provisions in Section 9.02(b), Transferred Employees shall be eligible to participate in Purchaser’s employee benefit, pension, welfare, severance and vacation pay benefit plans that similarly situated Purchaser employees participate in accordance with the terms of such plan.
Sample 1

Related to Purchaser Benefit Plans; Assumption of Liabilities

  • Non-Assumption of Liabilities Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Company, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Sellers; (d) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Company or to which any of the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Assumption and Retention of Liabilities Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Date:

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

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