Assumed Employee Liabilities definition

Assumed Employee Liabilities shall have the meaning set forth in Section 1.3(c).

Assumed Employee Liabilities means (i) all Liabilities to the extent arising out of or relating to any Seller Benefit Plan or any Employee that are expressly required to be assumed or performed by Purchaser pursuant to Section 5.14(e) (regarding assumed Collective Bargaining Agreements), Section 5.14(h) (regarding vacation), Section 5.14(i) (regarding bonuses) and Section 5.15(b) (regarding severance) or (ii) that transfer automatically to Purchaser under Applicable Law (including where assumption is required in order to effect an automatic transfer of employment under Applicable Law), in each case, whether arising before, on or after the Closing Date.

Assumed Employee Liabilities shall have the meaning ascribed to it in Section 2.2(a).

Examples of Assumed Employee Liabilities in a sentence

• The Buyer does not assume and shall not be liable for any liabilities or obligations of the Seller other than as set forth in Section 2.1. The Seller shall remain responsible for all liabilities and obligations related to the Transferred Antibody Collection Business arising prior to the Closing Date except for the Assumed Employee Liabilities.

• Any costs or expenses incurred with the foregoing shall constitute Lithium Assumed Employee Liabilities.

• Unless as otherwise expressly provided in the Separation and Distribution Agreement, effective as of the Separation Effective Time, all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by any Lithium Participant that result from an accident or from an occupational disease, regardless of whether incurred before, on or after the Separation Date, shall be assumed by the Company and shall constitute Lithium Assumed Employee Liabilities.

• Without limiting the generality of Schedule 5.05 of the Separation Agreement, as of and following the Separation Effective Time, the Bromborough Indemnity Deed will remain in full force and effect in accordance with its terms; provided that any and all Liabilities related to or arising under the Bromborough Indemnity Deed shall constitute Lithium Assumed Employee Liabilities.

• If the Total Actual and Proposed Payment (A) is more than one million dollars ($1,000,000) and (B) includes Employee Liabilities Reserves which prove to be less than the amounts actually paid, then the Seller shall pay to the Buyer, on request, without interest, the difference between the amount of the Assumed Employee Liabilities the Buyer has actually paid and the aggregate amount the Seller has previously paid to the Buyer under this Section 3.5(a).

More Definitions of Assumed Employee Liabilities

Assumed Employee Liabilities. 2.2(a)(iv) “Backlog” 3.4(a)

Assumed Employee Liabilities means the obligations of Purchasers created by applicable law to provide any benefit to any Transferred Employees.

Assumed Employee Liabilities means the following Liabilities which will be assumed by the Purchaser pursuant to this Agreement:

Assumed Employee Liabilities shall have the meaning set forth in Section 1.2(a)(vii) of this Agreement.

Assumed Employee Liabilities. Assumed Employee Liabilities" shall mean the obligations of Sellers with respect to the Txxx Facility Employees, but only to the extent Buyer has agreed to assume or be responsible for such obligations as provided in SECTION 4.3 of the Agreement.

Assumed Employee Liabilities means all Liabilities with respect to the Eligible Employees for the following items: accrued payroll, accrued bonuses (other than retention payments accrued pursuant to Section 1 of the Retention Bonus Agreements), accrued commissions, accrued vacation (aka “paid time off”) and accrued payroll taxes, but only to the extent included in Working Capital as finally determined pursuant to ARTICLE III of this Agreement, and all post-Closing severance obligations under the Retention Bonus Agreements.

Assumed Employee Liabilities means all liabilities and obligations of the Sellers and their Affiliates for sick days, vacation days and severance payments accrued for all periods of employment ended or ending prior to or as of the Closing with respect to each Continuing Employee who is employed by the Buyer at, or within sixty (60) days following, the Closing.