Pre-Closing Employee Liabilities definition

Pre-Closing Employee Liabilities means all Liabilities arising out of or relating primarily to employment of any Property Employee prior to the Closing Date, including without limitation, any and all severance obligations or other Liabilities relating to the termination of any Retained Employees, except as otherwise set forth in Section 7.4(c) hereto.
Sample 1
Pre-Closing Employee Liabilities means (i) with respect to the Retained Employees, all Liabilities arising out of or relating primarily to any and all severance obligations or other Liabilities relating to the termination of Retained Employees, (ii) with respect to Property Employees, any and all accrued and unpaid salary, bonuses and commissions (but excluding vacation/sick pay) payable to any such Property Employee for any period prior to the Closing Date and (iii) with respect to the matters set forth on Section 7.1(1) and 7.1(2) of the Flamingo Disclosure Letter, all wages required to be paid as of the Closing and which are accrued and unpaid as of the Closing.
Sample 1Sample 2
Pre-Closing Employee Liabilities means any liabilities arising out of or related to any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or severance pay policy maintained by the Seller or any of its ERISA Affiliates prior to the Closing Date for the benefit of any Business Employee.
Sample 1

Examples of Pre-Closing Employee Liabilities in a sentence

  • 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.

  • 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.

  • If the Employee Liabilities Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement.

  • The Pre-Closing Employee Liabilities Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent.

  • The Vendor shall be responsible for any and all Pre-Closing Employee Liabilities and GLC NewCo shall be responsible under the Purchaser's Plans for any and all claims made or filed by the Transferred Employees on and after the Time of Closing (excluding, for the avoidance of doubt, any Pre-Closing Employee Liabilities).

  • The Vendor shall be responsible for any and all Pre-Closing Employee Liabilities and GLC NewCo shall be responsible under the Purchaser's Plans for any and all claims made orfiled by the Transferred Employees on and after the Time of Closing (excluding, for the avoidance of doubt, any Pre-Closing Employee Liabilities).

  • All Pre-Closing Environmental Liabilities; (d) Pre-Closing Employee Liabilities.

  • 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.


More Definitions of Pre-Closing Employee Liabilities

Pre-Closing Employee Liabilities has the meaning set out in the Assignment and Assumption Agreement;
Sample 1
Pre-Closing Employee Liabilities means: (i) all Liabilities of the Seller Parties relating to employee benefits, compensation or other arrangements with respect to any employees (including Included Employees) of the Seller Parties to the extent attributable to or arising out of events occurring during the period employed by the Seller Parties; (ii) all Liabilities of the Seller Parties relating to or arising out of the Employee Benefit Plans; and (iii) all Liabilities of the Seller Parties for any statutory, common law, contractual or other severance or termination-related payments to any employees (including Included Employees) of the Seller Parties (including any accrued vacation and/or unused sick time or other amounts required to be paid to employees upon termination under applicable Law or pursuant to the Assumed CBA and any WARN Act obligations).
Sample 1
Pre-Closing Employee Liabilities means all Employment-related -------------------------------- Obligations, whether direct or indirect, known or unknown, actual, current or potential, past, present or future, relating to any Employee in respect of the period ending on or prior to the Closing Date other than Assumed Employee Liabilities.
Sample 1

Related to Pre-Closing 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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  • 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.

  • 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.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • 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.

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

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

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

  • 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.

  • 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.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.