Transferred Employee Liabilities definition

Transferred Employee Liabilities means (a) all Liabilities relating to, arising from or in connection with the Assumed Benefit Plans (to the extent such Liabilities are assumed by the JV Company pursuant to Section 6.9(d)), (b) the accrued and unpaid vacation, leaves of absence, personal days and sick days of each Transferred Employee in accordance with the terms and conditions of the applicable Employee Benefit Plans as in effect immediately prior to the Closing and (c) all other employment, labor, compensation (including variable compensation), retiree health, workers’ compensation, employee welfare and employee benefits related liabilities, commitments and obligations relating to each Transferred Employee (or any dependent or beneficiary of any Transferred Employee) (including any Liabilities arising under the Black Lung Benefits Act or the Federal Coal Mine Health and Safety Act and any Liabilities assumed by the JV Entities pursuant to Sections 6.9(e), 6.9(f), 6.9(g) and 6.9(h)), in each case with respect to clauses (a), (b) and (c), other than (i) any Excluded Liabilities and (ii) any Liabilities arising out of claims incurred by the Transferred Employees for employee benefits under “employee welfare benefit plans” within the meaning of Section 3(l) of ERISA that are not Assumed Benefit Plans.

Transferred Employee Liabilities means, with respect to only the Transferred Employees, the Employee Liabilities of the Transferred Employees determined solely with reference to those policies, payroll practices, and employee benefit plans, funds and programs established, maintained or contributed to by Purchaser.

Transferred Employee Liabilities has the meaning set forth in Section 7.4.(d).

Examples of Transferred Employee Liabilities in a sentence

• Buyer will have no liability to any employees of Seller except Transferred Employee Liabilities, and no liability for Taxes except for (i) Buyer’s share of Transfer Taxes, as provided in Section 6.2, (ii) Transfer Taxes and other Taxes relating to the Pharmacy and/or Purchased Assets for any Post-closing Tax Period.

• The claims described in this Section 9.8 for which Verigy shall have sole responsibility shall constitute Assumed Transferred Employee Liabilities.

• All of the Liabilities assumed and/or retained by Verigy under this Agreement, either under this Section 2.2 or under any other section of this Agreement, are referred to as the "Assumed Transferred Employee Liabilities." Except as set forth herein, such assumption and/or retention of the Assumed Transferred Employee Liabilities shall be effective as of the Separation Date.

• With regard to internships for the graduates from universities and technical schools, on May 25, 2017, Italian Government approved, in agreement with Italian Regions and Provinces, specific Guidelines, transposed by 17 Regions and the Autonomous Province of Trento.

• Buyer shall be solely responsible for any Transferred Employee Liabilities and any Liability arising out of or relating to the employment of, or the decision to offer employment to, the Offered Employees by Buyer.

More Definitions of Transferred Employee Liabilities

Transferred Employee Liabilities means any Liabilities arising out of or relating to the Buyer’s employment of any Offered Employee who accepts employment with Buyer, including without limitation (a) with respect to employee benefits, compensation or other arrangements. ARTICLE II PURCHASE AND SALE OF ASSETSSection 2.1 Purchase and Sale of Assets.

Transferred Employee Liabilities means those Liabilities incurred or accrued as a result of the employment of a Transferred Employee with the Seller that solely relates to accrued vacation pay; provided, however, that in no event shall the amount of such Liabilities for any individual Transferred Employee not employed by Subsidiary Seller include the value of more than ten (10) days of vacation time.

Transferred Employee Liabilities means those Assumed Liabilities set forth in Section 7.1.2(c)(ii) and Section 7.1.2(c)(iv) of the Sellers Disclosure Schedule.

Transferred Employee Liabilities means all Liabilities relating to, arising from or in connection with the Transferred Business Employees and their employment or termination thereof, excluding any such Liabilities expressly retained by Seller pursuant to Section 4.7.

Transferred Employee Liabilities means any and all potential or actual Employment Costs, other than retirement and pension Liabilities, or any benefits under any Seller Benefit Plans, relating to each Transferred Employee (or any eligible dependent or beneficiary of a Transferred Employee) that (i) first become due or payable, or arise as a result of an event or events that first occurred, after 11:59 p.m. on the Closing Date, only to the extent such Liabilities accrue or relate to periods after the Closing Date, (ii) are otherwise expressly assumed by Purchaser or any of its Subsidiaries pursuant to this Agreement or any other Transaction Agreement (or in any Schedules or Exhibits thereto) or (iii) transfer automatically to Purchaser or any of its Subsidiaries under applicable Governmental Rules; provided, however, with respect to clauses (ii) and (iii) above, only to the extent such Transferred Employee Liability is specifically described in Schedule 2.8.

Transferred Employee Liabilities has the meaning set forth in clause (viii) of Annex 9.1(c).

Transferred Employee Liabilities means with respect to Transferred Employees (i) liabilities incurred for payroll and payroll taxes with respect to periods prior to the Effective Date and (ii) liabilities incurred for retention and incentive bonuses under programs implemented by AMD with respect to periods prior to the Effective Date.