Employee Liabilities Amount definition

Employee Liabilities Amount means, to the extent not reflected as a Current Liability on the Closing Date Working Capital Amount, the sum of: (a) Liabilities for earned or accrued but unused vacation benefits (other than vacation accruals related to the period beginning on the Closing Date and ending on the last day of the calendar year in which the Closing Date occurs); and (b) the amount of the actual net unfunded obligations accrued as of the Closing Date that will be assumed by the Purchaser or assumed or retained by any member of the Xxxxxx Group at Closing under the plans set forth on Schedule 1.01(d). For purposes of clause (b) of the preceding sentence, (i) an unfunded obligation (A) shall be deemed to be under a Plan providing retirement or retiree welfare benefits to the extent it is required to be accounted for under FAS 87, paragraphs 11, 72 and 73, or FAS 106, paragraphs 16 and 85 (or would be so accounted for if such Plan was accounted for under GAAP); and (B) shall not be taken into account to the extent it is a Liability for which specific assets relating to such Plan that are transferred to the Purchaser or transferred to or retained by a member of the Xxxxxx Group at Closing Date, in each case pursuant to the terms of Schedule 6, have been set aside as a funding source, to the extent of such funding; and (ii) unfunded obligations shall be calculated on an accumulated benefit obligation basis, as defined in paragraph 18 of FAS 87.
Sample 1

Related to Employee Liabilities Amount

  • 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;

  • 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;

  • 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.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

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

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

  • 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;

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • specific learning disabilities means a heterogeneous group of conditions wherein there is a deficit in processing language, spoken or written, that may manifest itself as a difficulty to comprehend, speak, read, write, spell, or to do mathematical calculations and includes such conditions as perceptual disabilities, dyslexia, dysgraphia, dyscalculia, dyspraxia and developmental aphasia;

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • Non-Cash Compensation Expense means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

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

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

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

  • Common expense liability means the liability for common

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).