COBRA Liability Sample Clauses

COBRA Liability. An event has occurred (as determined by the Required Lenders in good faith) that would causes Borrower or any of its ERISA Affiliates to become a "successor employer" under COBRA and the regulations thereunder with respect to any employee welfare benefit plan of any member of the Controlled Group other than the Borrower or its ERISA Affiliates' employee welfare benefit plans and the Borrower is reasonably likely to have liability in excess of $5,000,000 in the aggregate in connection therewith.

COBRA Liability. Seller Parent and its Affiliates shall be responsible for all liabilities and obligations in connection with claims for post-employment medical, vision and dental benefits that may be required under Section 4980B of the Code regarding any “M&A qualified beneficiaries” with regard to the Contemplated Transactions, as such term in defined in Treasury Regulation 54.4980B-9 Q&A4(b).

COBRA Liability. 13 5.11. Further Assurances..................................................13 ARTICLE VI. CONDITIONS.......................................................14 6.1. Conditions Precedent to Obligations of Buyer to Close................14 6.2. Condition Precedent to Obligations of Seller to Close................14

COBRA Liability. Seller agrees to provide any and all continuation coverage to Employees (other than Retained Employees) and their qualified beneficiaries (as defined in Section 4980B(g)(1) of the Code) that may be required under Section 4980B of the Code or Part 6 of Title I of ERISA as a result of any events that occur on or prior to the Closing Date, including the consummation of the transactions contemplated by this Agreement.

COBRA Liability. Seller shall be responsible for all obligations, if any, relating to group health plan continuation coverage pursuant to Section 4980B of the Code and Sections 601 et. seq. of ERISA and any applicable regulations (“COBRA”), including but not limited to providing COBRA notification and COBRA continuation coverage with respect to all individuals covered under any group health plan of the Seller or Company who have COBRA qualifying events on or before Closing, other than the Covered Employees (the “Seller COBRA Beneficiaries”) regardless of whether Seller continues to maintain a group health plan after Closing. At Closing, Seller shall provide Buyer with evidence that it: (i) has obtained insurance policies or secured such other arrangement that will satisfy such COBRA obligations regardless of whether Seller is subsequently liquidated, or (ii) has set aside in its liquidating trust sufficient funds to satisfy such COBRA obligations after the Closing. Notwithstanding the foregoing, Buyer shall be responsible for all COBRA obligations with respect to the individuals listed in Section 6.13 of the Disclosure Schedule (the “Covered Employees”). Seller shall indemnify in full Buyer, the Company and their respective officers, managing member, directors, members of the Executive Committee, employees, agents, members or stockholders and subsidiaries (collectively, the “Buyer Indemnified Parties”) and hold them harmless from and against any claim, demand, loss, liability, obligation, deficiency, action, damage, expense or cost (including reasonable legal expenses) (collectively “Losses”), which the Buyer Indemnified Parties may suffer, sustain or become subject to, resulting from COBRA liability relating to Seller COBRA Beneficiaries. Buyer shall indemnify Seller and its officers, directors, employees, agents, stockholders and subsidiaries (collectively, the “Seller Indemnified Parties”) and hold them harmless from and against any Losses which the Seller Indemnified Parties may suffer, sustain or become subject to, resulting from COBRA liability relating to the Covered Employees.

COBRA Liability. Seller agrees that following the Closing, Buyer is not responsible for any continuation of medical coverage obligations that may arise under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA").

COBRA Liability. A Seller Welfare Plan shall, as applicable, become or remain solely responsible and liable for satisfying the continuation coverage requirements for group health plans under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA") for each Employee or former Employee who is receiving COBRA continuation coverage as of the Closing Date and for each Employee or former Employee (including Transferred Employees, to the extent applicable) who is entitled to elect such coverage on account of a qualifying event occurring on or before the Closing Date. Buyer and the Surviving Corporation shall not have any liability for satisfying such COBRA obligations for such Employees and former Employees.

COBRA Liability. Goodyear Employees will cease Health Care coverage as of the Administration Date and such shall be a Qualifying Event as defined in COBRA. Goodyear shall be solely responsible for issuing COBRA notices.

COBRA Liability. Seller shall remain responsible under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), by reason of any qualifying event which occurs on or prior to the Effective Date with respect to employees of Seller and its Affiliates, or beneficiaries or dependents thereof.