Common use of Without limiting Section 2 Clause in Contracts

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following: (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim.

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following: (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article XXIV (Indemnification).

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following:following:‌ (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article XXIV (Indemnification).

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following: (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article 24 (Indemnification).

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer ▇▇▇▇▇ and any Employee of any Seller Service Provider or ERISA Affiliate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following: (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article XXIV (Indemnification).

Without limiting Section 2. 7(a), this Agreement does not establish any employment relationship between Buyer and any Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group, and no Employee of any Seller Service Provider or ERISA Affiliate or other member of the Seller Group shall be deemed to be an Employee of Buyer for any purpose. With respect to the Work performed under this Agreement or any Ancillary Agreement, any Seller Service Provider or any ERISA Affiliate or other member of Seller Group (excluding Buyer) shall be solely responsible and liable for the following: : (i) payment of wages, salary, and other compensation for all Project Employees; (ii) as applicable, withholding and payment of federal, state, and local individual income taxes, FICA, and other Taxes and applicable amounts with respect to any payment made to Project Employees; (iii) as applicable, providing Project Employees all pension, welfare, and other employment-related benefits; and (iv) directing, controlling, and making all employment-related decisions relating to Project Employees. In the event any Employee of any Seller Service Provider or any ERISA Affiliate or other member of the Seller Group asserts any claim or commences any Action against Buyer relating to this Agreement, any action or conduct taken by Seller or Buyer in connection with this Agreement, or the performance of the Work (a “Seller 22 NTD: The nature of the relationship between ▇▇▇▇▇▇ and ▇▇▇▇▇ after the Closing remains under review by ▇▇▇▇▇’s employment, benefits, and labor specialists. Additional representations, indemnities, and other terms (including this Article II and Article III, Section 18.18, and Section 18.19) may be required after Buyer’s employment, benefits, and labor specialists have completed their review. Group Employee Claim”), Seller shall (A) take, or cause the applicable member of the Seller Group Member or Seller Service Provider to take, at the earliest opportunity, all steps reasonably necessary to have Seller or such member of the Seller Group Member or Seller Service Provider determined to be the sole and exclusive employer and/or former employer of such Employee, and (B) retain or assume, or cause the applicable Affiliate or Seller Service Provider to retain or assume, as applicable, all Liability with respect to such Seller Group Employee Claim, and (C) defend, indemnify, and hold harmless each member of the Buyer Group from and against any and all Seller Group Employee Claims and any and all Losses imposed upon or incurred by any member of the Buyer Group that arise out of or relate to any Seller Group Employee Claim, pursuant to the provisions of Article XXIV (Indemnification).