Excluded Employee Liabilities means each of the following:
Excluded Employee Liabilities has the meaning set forth in Section 7.3.
Excluded Employee Liabilities shall have the meaning set forth in the Employee Matters Agreement.
Examples of Excluded Employee Liabilities in a sentence
Notwithstanding anything in this Agreement to the contrary, Sellers hereby acknowledge and agree that Purchaser is not assuming from Sellers, or in any way responsible for, any other obligations, Claims or Liabilities of Sellers that are not Assumed Obligations, including the Excluded Employee Liabilities (except to the extent constituting Expenses payable by Purchaser pursuant to the terms of the Agency Agreement).
Except as provided in Section 2.1.3 or in other provisions hereof, neither the Purchaser nor any of the Designated Purchasers shall assume at the Closing any of the Liabilities of any Seller, including the Excluded Employee Liabilities (collectively, the “Excluded Liabilities”).
Except as expressly provided in Section 2.1.3, neither the Purchaser nor any of the Designated Purchasers shall assume (or be deemed to have assumed) at the Closing any of the Liabilities of any Seller or its Affiliates, including the Excluded Employee Liabilities (collectively, the “Excluded Liabilities”), and for the avoidance of doubt, any Liability identified as an Excluded Liability shall not be an Assumed Liability.
For the avoidance of doubt and without limiting the generality of Section 2.1(d), Purchaser will not assume or be liable for any Excluded Employee Liabilities (except to the extent constituting Expenses payable by Purchaser pursuant to the terms of the Agency Agreement).
Details on the model architecture and integration of these components are given in [14].
More Definitions of Excluded Employee Liabilities
Excluded Employee Liabilities shall have the meaning ascribed to such term in Article II hereof.
Excluded Employee Liabilities shall have the meaning set forth in Section 6.5.2.
Excluded Employee Liabilities means (a) any payments, compensation, benefits or entitlements that Sellers or any of their Affiliates owes or is obligated to provide prior to the Closing or as of the Closing with respect to any Specified Employee (including any Specified Employees who do not become Transferred Employees), including wages, other remuneration, holiday or vacation pay, bonus, severance pay (contractual, statutory or otherwise), retention bonuses, commissions, post-employment medical or life obligations, pension contributions, insurance premiums, and Taxes, (b) any liabilities, payments, obligations, costs, expenses or disbursements for, or with respect to, payments, compensation, benefits or entitlements to any Specified Employee (including any Specified Employees who do not become Transferred Employees) arising prior to, on or as a result of the Closing, (c) any liabilities, payments, obligations, costs, expenses or disbursements related to any employees, including under, or with respect to ERISA, WARN, COBRA Continuation Coverage or any retiree medical benefits, worker’s compensation, any right or actions under any labor or similar Applicable Laws that is incurred, accrued or arising prior to, on or as a result of the Closing, (d) any Benefit Arrangement and any liabilities, payments, obligations, costs, expenses or disbursements of Sellers or any of their Affiliates which arises under or relates to any Benefit Arrangement or any other employee benefit plan or arrangement, including liability with respect to, or arising under (i) any such plan that is subject to Title IV of ERISA, Sections 302, 303, 304 or 305 of ERISA, or Sections 412, 430, 431, 432 or 4971 of the Code or (ii) any other statute or regulation that imposes liability on a so-called “controlled group” basis with or without reference to any provision of Section 414 of the Code or Section 4001 of ERISA, including by reason of Sellers’ affiliation with any of its ERISA Affiliates or Buyer being deemed a successor to any ERISA Affiliate of Sellers, and (e) any Liabilities, payments, obligations, costs, expenses or disbursements incurred in connection with the termination of employment or other service relationship by Sellers or any of their Affiliates, of any employee, regardless of whether or not such employee becomes a Transferred Employee, arising under any Benefit Arrangement or other severance policy or agreement or under Applicable Law or otherwise, that is incurred, accrued or arising prior to, or in con...
Excluded Employee Liabilities means any and all Liabilities assigned to, or assumed or otherwise retained by, members of the Cardinal Health Group under the Employee Matters Agreement.
Excluded Employee Liabilities means any and all Liabilities assigned to, or assumed or otherwise retained by, members of the JDSU Group under the EMPLOYEE MATTERS AGREEMENT.
Excluded Employee Liabilities means all Liabilities of Seller or any of its Affiliates (including all Liabilities for Accrued Amounts): (a) arising at any time under or in connection with any Benefit Plan, (b) that is or may be imposed on Seller or any Affiliate thereof due to such entity’s status as an ERISA Affiliate of any other entity, (c) arising in connection with the employment or engagement (or termination thereof) of, or with respect to any employment or labor-related claim with respect to, any employee, director, manager or independent contractor of Seller or any of its Affiliates, in any case, that does not become a Transferred Employee, regardless of when arising, and (d) arising in connection with the employment or engagement (or termination thereof) of, or with respect to any employment or labor-related claim with respect to, any Transferred Employee, to the extent arising prior to the Closing (or prior to such Transferred Employee’s Transfer Date, as applicable).
Excluded Employee Liabilities means, except as otherwise provided in this Agreement, all Liabilities of any Seller or Affiliate thereof relating to any current or former Service Provider, or any dependent or beneficiary thereof, including (a) any Liability arising at any time under or in connection with any Seller Plan, (b) any Liability that constitutes a Pre-Closing COBRA Liability or a WARN Act Liability of Seller in accordance with Section 5.4(e), (c) any Liability that is or may be imposed on any Seller or any Affiliate of any Seller due to such entity’s status as an ERISA Affiliate of such other entity, (d) any Liability arising in connection with the actual or prospective employment or engagement or the retention or discharge by any Seller or any Affiliate of any Seller of any current or former employee, consultant, director or other service provider (including any Service Provider), (e) any Liability for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any employee arising in connection with the transactions contemplated hereby), benefits, severance or other accrued obligations (i) associated with any current or former employee, consultant, director or other service provider (including any Service Provider) of any Seller or any Affiliate of any Seller who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) with respect to any Transferred Employee, arising solely in connection with his or her service to the Sellers or any Affiliate of the Sellers prior to the date hereof, and (f) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or regulation or under any federal or state employment Law or other Law or regulation relating to employment, discrimination, classification or other matters relating to current or former employees, consultants, directors or other service providers (including any Service Providers), in any case, with respect to (i) any individual who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) any Transferred Employee, arising solely in connection with his or her service to the Sellers or any Affiliate of the Sellers prior to the date hereof; provided, that notwithstanding anything to the contrary set forth herein, in no event shall any Liability that is imposed under Law on Buyer arising out of any action or inaction by the Buyer in connection with (x) the offer of employm...