Overnite Liabilities. Shall mean all Liabilities (other than Liabilities for Taxes) at any time arising out of or relating to the businesses, operations or assets conducted or owned or formerly conducted or owned at any time by, and the current or former employees of, the Overnite Group; provided that, in no event shall Overnite Liabilities include the Compensation Agreement, any UPC Liabilities, UPC Securities Liabilities or the Transaction Costs covered by indemnification provisions set forth in Section 6. In the
... case of an "employee benefit plan," as defined in Section 3(3) of 2 the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained or formerly maintained by the Overnite Group for its employees or former employees, "Overnite Liabilities" shall include all liabilities for any benefits due and payable under the terms of such plans as well as any penalties, interest or other charges imposed by any governmental agency with respect to the maintenance and administration of such plans. Further, in case of any employee benefit plan maintained or formerly maintained by the UPC Group in which employees or former employees of the Overnite Group have participated by virtue of their employment with Overnite, "Overnite Liabilities" shall be limited to the portion of the liability, penalty, interest or other charge attributable to employees or former employees of the Overnite Group, or in the event that a liability, penalty, interest or other charge is not attributable to such specific employees or former employees, "Overnite Liabilities" shall be limited to the portion of the liability, penalty, interest or other charge that bears the same relationship to the whole thereof as the benefit liabilities under such plan attributable to employees or former employees of the Overnite Group bears to all such benefit liabilities under the plan, and any costs (including reasonable counsel fees) imposed upon or incurred by the Overnite Group in connection with such liability shall be allocated in the same manner. "Overnite Liabilities" shall also include any Liabilities arising from or relating to amounts payable to employees of the Overnite Group as deferred compensation under the UPC Executive Incentive Plan resulting from periods on and after consummation of the Offering.
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