Post-Closing Employment Liabilities definition

Post-Closing Employment Liabilities has the meaning provided such term in Section 5.14(c).
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Post-Closing Employment Liabilities means any liabilities and obligations with respect to Transferred Employees relating to or arising out of, directly or indirectly, events, acts, omissions, conditions or facts occurring or arising after the Closing, but not including any indemnification or similar obligations relating to or arising out of, directly or indirectly, events, acts, omissions, conditions or facts occurring before the Closing.
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Post-Closing Employment Liabilities means liabilities (contingent or otherwise) relating to, arising out of, or resulting from the employment or services, or termination of employment or services, in each case, following the Closing Date, of any Continuing Employee. Notwithstanding anything herein to the contrary (other than as provided for in Sections 6.13(f), (g), (h) or (j)), the Sellers and their Affiliates, shall assume or retain, as the case may be, and shall indemnify Buyer and its Affiliates from and against, all liabilities (contingent or otherwise) (i) relating to, arising out of, or resulting from the employment or services, or termination of employment or services, in each case, on or prior to the Closing Date, of any Continuing Employee, (ii) relating to, arising out of, or resulting from the employment or services, or termination of employment or services, in each case, on, prior to or following the Closing Date, of any current or former employee of the Sellers and their Affiliates, including any former employee of the Business Companies, other than a Continuing Employee, including any severance, termination, indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee who does not become an employee of Buyer or its Affiliates because such Business Employee rejects or does not accept an offer of employment that complies with this Section 6.13, and (iii) relating to, arising out of, or resulting from the operation, maintenance or sponsorship of (A) any Business Company Plan or Collective Bargaining Agreement on or prior to the Closing Date or (B) any Seller Company Plan, other than a Business Company Plan on, prior to or following the Closing Date (collectively, “Excluded Employment Liabilities”). (j) 401(k) Plan. Effective as of or as soon as administratively practicable following the date Business Employees cease participation in the Seller 401(k) Plans (as defined below), Buyer shall establish a tax-qualified defined contribution plan or plans with a cash or deferred feature (the “Buyer 401(k) Plan”) for the benefit of each Continuing Employee who, as of immediately prior to the Closing, was eligible to participate in a tax-qualified defined contribution plan maintained by the Sellers or their Affiliates, other than any Business Company Plan (collectively, the “Seller 401(k) Plans”). As soon as practicable after the date Business Employees cease participation in the Seller 401(k) Plans, the Seller 401(k) Plans shall, to th...
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Examples of Post-Closing Employment Liabilities in a sentence

  • Except as otherwise provided in this Agreement, as of the Closing Date, Buyer shall, or shallcause one of its Affiliates (including the Business Companies) to, assume or retain, as the case may be, any and all Post-Closing Employment Liabilities.

  • If the plaintiff has had the opportunity of getting the property at the price he was prepared to give for it, and has refused it, what damages has he suffered by the defendant's breach.

Related to Post-Closing Employment Liabilities

  • 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;

  • 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;

  • 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.

  • 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.

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

  • Unfunded Benefit Liabilities means with respect to any Plan at any time, the amount (if any) by which (i) the present value of all benefit liabilities under such Plan as defined in Section 4001(a)(16) of ERISA, exceeds (ii) 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 (on the basis of assumptions prescribed by the PBGC for the purpose of Section 4044 of ERISA).

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

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

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

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • 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.

  • Continuing Employee has the meaning set forth in Section 6.7(a).

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

  • benefit liabilities has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

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

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

  • 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.

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

  • Supported employment means the ongoing supports to participants who, because of their disabilities, need intensive ongoing support to obtain and maintain an individual job in competitive or customized employment, or self-employment, in an integrated work setting in the general workforce at or above the state’s minimum wage or at or above the customary wage and level of benefits paid by the employer for the same or similar work performed by individuals without disabilities. The outcome of this service is sustained paid employment at or above the minimum wage in an integrated setting in the general workforce in a job that meets personal and career goals. Supported employment services can be provided through many different service models.

  • Hired Employee has the meaning set forth in Section 6.1.6.

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

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

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Unfunded Pension Liabilities means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used by the Plan’s actuaries for funding the Plan pursuant to Section 412 of the Code for the applicable plan year.

  • income-related employment and support allowance means an income-related allowance under Part 1 of the Welfare Reform Act 2007;

  • 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;