MEDICINES CO /DE filed this form 8-K on 4 Dec 2017
employment of any employees of Sellers or their Affiliates who have experienced or will experience an employment loss or layoff (as defined in “WARN”) within ninety (90) days prior to the Closing and who are located at a site of employment where Continuing Employees will be located following the Closing, along with the date of the employment loss or layoff. Following the Closing, Buyer or its Controlled Affiliates, as applicable, will be responsible for providing any required notice to Business Employees under WARN. Buyer shall indemnify and hold harmless Sellers and their Affiliates with respect to any Liability under WARN arising from the actions (or inactions) of Buyer or its Affiliates after the Closing, except to the extent resulting from any error or omission in the list provided by Sellers pursuant to the second sentence of this Section 7.8.
7.9. No Third Party Beneficiaries. Nothing contained in this Agreement, whether express or implied, shall: (a) be treated as an amendment or modification of any Benefit Plan; (b) without limiting the generality of Section 13.7, give any Person (including, without limitation, any current or former employee, any Business Employee or any other individual associated therewith or any Benefit Plan or trustee thereof) other than a Party, any right to enforce the provisions of this ARTICLE VII; (c) modify the at-will nature of any employee’s employment; or (d) obligate any Seller or Buyer or any of their respective Affiliates to (i) maintain any particular Benefit Plan, (ii) refrain from amending or terminating any particular Benefit Plan, (iii) retain the employment of any particular employee or (iv) refrain from changing the terms and conditions of employment.
8.1. Transfer Taxes. All Transfer Taxes shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Seller Parent and Buyer shall cooperate to timely prepare any Tax Returns relating to such Transfer Taxes, including any claim for exemption or exclusion from the imposition of any Transfer Taxes. The party responsible under applicable Law will file any Tax Returns with respect to Transfer Taxes, and promptly following the filing thereof, any such party will furnish to the other party a copy of such Tax Return and a copy of a receipt showing payment of any such Transfer Tax. The non-filing party shall pay to the filing party, not later than five (5) Business Days before the due date for payment of such Transfer Taxes, an amount equal to fifty percent (50%) of the Transfer Taxes shown on such Tax Return, and the filing party will furnish to the non-filing party a copy of such Tax Return and a copy of a receipt showing payment of any such Transfer Tax.
8.2. Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election, and the Allocation Schedule), Sellers will prepare and timely file all Tax Returns with respect to the members of the Transferred Group, the Acquired Assets (other than the Transferred Group) and the Business (other than any Tax Return relating to Transfer Taxes governed by Section 8.1) that are required to be filed (taking into account any applicable extensions) after the Closing Date and (i) are Consolidated Tax Returns, or (ii) are required to be filed by or with respect to any member of the Transferred Group on a separate Tax Return basis for any taxable period ending on or before the Closing Date (the Tax Returns referenced in clause (ii), the “Pre-Closing Separate Tax Returns”), except that, to the extent Buyer is required by applicable Law to file such Pre-Closing Separate Tax Return, Sellers shall deliver a draft of such