Transfer Time. (a) Subject to Closing occurring, all Transferred Employees shall become employees of Buyer or one of Buyer’s Affiliates (including the Company) effective as of the Effective Time. Buyer or such Buyer’s Affiliate shall be responsible for payment of all salaries and benefits and all other costs and liabilities relating to services provided by the Transferred Employees after the Effective Time; provided, however, that nothing in this Section 8.2(a) shall be interpreted as a commitment by Buyer or any Affiliate of Buyer to provide a certain level of salary, bonus opportunity or benefits to any Transferred Employee. (b) Notwithstanding Section 8.2(a), except as specifically set forth in Section 1.3(a)(ii), Buyer shall have no obligations whatsoever for any compensation or other amounts payable to any Employee, including, without limitation, hourly pay, commission, bonus, salary, fringe, or pension or profit sharing benefits for any period relating to the Employees’ service with Seller or the Company at any time at or prior to the Effective Time and Seller shall pay all such amounts to all entitled persons.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (NGL Energy Partners LP), Membership Interest Purchase Agreement (NGL Energy Partners LP)