Asset Employees definition
Examples of Asset Employees in a sentence
Buyer shall not be liable for long-term disability benefits nor any other benefit payable for Asset Employees who are not "actively at work" (as defined herein) on or prior to the Closing Date.
The Purchaser shall notify the Seller Parties within a reasonable period prior to the Closing whether it consents to permit any of such employees to be designated as Transferred Asset Employees (such employees, the “Designated Related Employees”).
Transferred Company Employees and Transferred Asset Employees are collectively, together with former employees of the Transferred Companies and any current or former independent contractors of the Transferred Companies, referred to as the “Combined Business Employees”.
Prior to the Closing, the Purchase shall provide written communication materials to the Transferred Asset Employees, reasonably acceptable to the Seller Parties, conveying the material terms and conditions of such employment consistent with the provisions of this Section 7.5(f)).
The Parties agree that the Transferred Asset Employees that become Continuing Employees will not experience a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h), as permitted under Treasury Regulation §1.409A-1(h)(4), as a result of the transactions contemplated by this Agreement.
The Seller Parties shall provide the Purchaser in writing Schedule 7.5(a) setting forth as of the date of this Agreement all persons who are Transferred Company Employees and who, as of such date, constitute Transferred Asset Employees.
This shall include, but shall not be limited to, any Liabilities arising out of the termination or dismissal of any Asset Employee, any failure by UKCO to provide terms and conditions of employment and working conditions which are no less favorable than those which apply to the Asset Employees up to the Closing Date, and any failure by EMI or TWI or UKCO to comply with its obligations under the Employment Regulations.
Asset Employees who accept Buyer’s offer of employment, and all of the employees of the Acquired Companies as of the Closing, shall collectively be referred to as the “Transferred Employees”.
Schedule 5.2(a)(i)(B) lists those Current Employees of Asset Sellers located in the U.S. and China, including their name, location and the name of their employer, which Schedule may be updated prior to Closing and, as of the Closing, identifies such Asset Employees who accept Buyer’s offer of employment (such Asset Employees who accept Buyer’s offer of employment, collectively, the “U.S. & China Asset Employees”).
Each offer of employment to an Asset Employee shall be consistent with the provisions of this Section 32.1. On or before three (3) Business Days prior to Closing, Buyer shall notify Seller which Asset Employees have accepted offers of employment with Buyer or its Affiliate and which Asset Employees have rejected such offers of employment.