Business Employee Liabilities definition

Business Employee Liabilities means all Claims and Liabilities of Sellers related to the Transferred Employees that Purchaser expressly agrees to assume pursuant to Section 6.7.
Business Employee Liabilities means (a) all Employee Liabilities (including in respect of Seller Benefit Plans) with respect to any Business Employee, any Former Business Employee, and any other individual service provider who as of immediately prior to the Closing is providing services to an Acquired Company and no other member of the Seller Business Group or otherwise spends more than seventy percent (70%) of his or her working time for Seller and its Subsidiaries on the Business, (b) liabilities in respect of the Acquired Company Benefit Plans (including such liabilities associated with Former Business Employees), and (c) all other liabilities Assumed by an Acquired Company under Section 5.14, in either case of (a), (b) or (c), regardless of (i) when or where such liabilities arose; (ii) whether the facts upon which they are based occurred prior to, on, or subsequent to the Closing Date; (iii) where or against whom such liabilities are asserted or determined and whether Seller, an Acquired Company, Buyer or their respective Affiliates is responsible for delivering any compensation or benefit attributable to such liability; and (iv) which entity is named in any Legal Proceeding associated with any liability; provided that Business Employee Liabilities shall not include any Transaction-Related Severance Costs.
Business Employee Liabilities has the meaning set forth in Section 8.1(b).

Examples of Business Employee Liabilities in a sentence

  • For the avoidance of doubt, (i) the Transaction-Related Severance Costs shall not include Liabilities arising under Section 5.14(c) and (ii) any other Employee Liabilities with respect to Business Employees that are not covered by this Section 5.14(k) (including any other amounts described within the definition of Severance Costs) but may otherwise arise as a result of the circumstances described in (A), (B) or (C) above shall be Business Employee Liabilities.

  • If products are designed and developed with functionality to enable a way to decrease GHG-emission in the user-phase, the 81% percent of the Company’s ecological footprint can be reduced.Cloud products are a smaller piece of the Company’s product portfolio and may not have a large impact on the whole company footprint as other products would have.

  • Section 7.1. Transfer of Employment 65 Section 7.2. Compensation and Benefits 65 Section 7.3. Business Employee Liabilities 66 Section 7.4. Service Credit 66 Section 7.5. Welfare Plan Matters 66 Section 7.6. 401(k) Plan Matters 67 Section 7.7. Vacation 67 Section 7.8. Employment Tax Reporting 67 Section 7.9. Plant Closings and Mass Layoffs; Worker’s Compensation 68 Section 7.10.


More Definitions of Business Employee Liabilities

Business Employee Liabilities means all obligations, liabilities, commitments and rights with respect to the Continuing Employees and the Non-Continuing Employees that Buyer is obligated to assume, honor or purchase pursuant to Section 1.1(c)(v), Section 5.7 and Section 6.3, in addition to all retention bonuses in connection with Seller’s key employee retention bonus program described on Schedule 1.3(c), accrued bonuses, severance obligations and accrued base salary and/or wages through the Closing Date (excluding any payroll taxes related thereto (including FICA, Medicare and unemployment taxes)) with respect to the Continuing Employees.

Related to Business Employee Liabilities

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Business Employee means any Person who is a present or former employee of Seller at any time prior to or on the Closing Date, and who provided or previously provided any services relating to the Business.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • Excluded Employees has the meaning set forth in Section 2.5(a)(iv).

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Hired Employees has the meaning set forth in Section 6.1(a).

  • Active Employees means all employees employed on the Closing Date by Seller for its business who are employed exclusively in Seller’s business as currently conducted, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Seller Benefit Plans has the meaning set forth in Section 4.10(a).

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Newly hired employee or “New Hire” means any employee, whether permanent, full-time, or part-time, hired by the Office and who is still employed as of the date of new employee orientation. It also includes all employees who are or have been previously employed by the Office and whose current position has placed them in the bargaining unit represented by CSEA. For those latter employees, for purposes of this article only, the “date of hire” is the date upon which the employees’ employment status changed as such that the employee was placed in the CSEA unit.

  • Company Employee means an employee of the Company or any of its Subsidiaries.

  • Continuing Employees shall have the meaning set forth in Section 6.9(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Affected Employees means those employees who are exposed to the hazard(s) identified as a violation(s) in a citation.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Current Employees has the meaning set forth in Section 6.4(a).