Pre-Closing Employee Liabilities means all Liabilities arising out of or relating primarily to the employment of any Property Employee prior to the Closing Date, including under the Collective Bargaining Agreements and including any and all severance obligations or other Liabilities relating to the termination by Seller of any Property Employees prior to, at or as a result of the Closing.
Examples of Pre-Closing Employee Liabilities in a sentence
The Pre-Closing Employee Liabilities Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent.
Any downward adjustment to the Consideration under this Section 2.8(a) shall be effected as follows: Parent shall deduct as applicable an amount in cash equal to the amount of the Employee Liabilities set forth on the Pre-Closing Employee Liabilities Statement from the Cash Payment.
The Consideration payable by Parent to the Transferors shall be decreased by an amount equal to the Employee Liabilities set forth on the Pre-Closing Employee Liabilities Statement.
The Buyer and the Seller hereby agree that to the extent any of the Pre-Closing Employee Liabilities are not paid by the Seller on or before the Closing Date, such Pre-Closing Employee Liabilities shall be included in the calculation of Estimated Working Capital and, upon the determination of Final Working Capital pursuant to Section 1.2, the Seller shall have no further liability therefor.
As of the Closing, each Seller shall terminate the employment of all employees of such Seller (the "Pre-Closing Employees") and shall be solely responsible for satisfying any Liabilities that such Seller may have to the Pre-Closing Employees (other than those included as Current Liabilities) (the "Non Assumed Pre-Closing Employee Liabilities").