Applicable Transfer Time definition

Applicable Transfer Time means, (a) with respect to a Continuing Employee who is either (i) an Emerson Offer Business Employee, (ii) an Aspen Offer Employee, (iii) an Emerson Contributed Subsidiary Business Employee, (iv) an Automatic Transfer Echo Business Employee or (v) an Aspen Employee, the Effective Time, (b) with respect to a Continuing Employee who is a Deferred Transfer Business Employee, in the case (i) the Deferred Transfer Business Employee’s jurisdiction of employment is Malaysia, the effective time of the Deferred Malaysia Closing, (ii) the Deferred Transfer Business Employee’s jurisdiction of employment is Saudi Arabia, the effective time of the Deferred Saudi Closing, (iii) the Deferred Transfer Business Employee’s jurisdiction of employment is Bahrain, the effective time of the Deferred Bahrain Closing, and (iv) the Deferred Transfer Business Employee’s jurisdiction of employment is Abu Dhabi, the effective time of the Deferred Abu Dhabi Closing and (c) with respect to a Continuing Employee who is a Deferred TSA Automatic Transfer Business Employee or a Deferred TSA Non-Automatic Transfer Business Employee, the date such employee ceases to provide services pursuant to the Transition Services Agreement. 2

Applicable Transfer Time means, in the case of (i) a TSA Employee or Philippines Employee, 11:59:59 p.m. on the relevant TSA Termination Date and (ii) any other Transferred Employee, the Effective Time.

Applicable Transfer Time means, in the case of (i) a TSA Employee, 11:59:59 p.m. on the relevant TSA Termination Date and (ii) any other Transferred Employee, the relevant Effective Time; provided that for a TSA Employee or other Transferred Employee (other than a Purchased Subsidiary Business Employee) who is on short- or long-term disability on the relevant TSA Termination Date (for TSA Employees) or at the relevant Effective Time (for such other Transferred Employees) the “Applicable Transfer Time” shall be the earlier of (x) the date required by Applicable Law or (y) date that such employee returns to employment; provided that such return to employment occurs no later than the end of the Relevant Period (or, if later, the date required by Applicable Law or any applicable collective bargaining agreement or works council agreement).

Examples of Applicable Transfer Time in a sentence

• Benefits in respect of all welfare plan claims incurred by Transferred Employees at or after the Applicable Transfer Time shall be provided by Buyer and its Affiliates.

• Each of Xxxxxxx, Aspen and Newco intend that the Automatic Transfer Regulations will apply to the employment of each of the Automatic Transfer Echo Business Employees and the Deferred TSA Automatic Transfer Business Employees and the transfer of each such Automatic Transfer Echo Business Employee’s or such Deferred TSA Automatic Transfer Business Employee’s employment contract from Xxxxxxx and its applicable Subsidiaries to Newco and its Subsidiaries, effective as of the Applicable Transfer Time.

• Effective as of immediately prior to the Applicable Transfer Time (or such later time as may be required by Applicable Law), Xxxxxxx shall, or shall cause its applicable Subsidiary to, terminate the employment of any Xxxxxxx Offer Business Employee, any Deferred Transfer Business Employee or any Deferred TSA Non-Automatic Transfer Business Employee, as applicable, who does not accept an offer of employment from Newco or its applicable Subsidiary (or, if applicable, Aspen or its applicable Subsidiary).

• Seller shall be responsible for providing benefits in respect of all claims for benefits (other than claims under Purchased Subsidiary Benefit Plans and Assumed Plans) in respect of workers compensation and any comparable liabilities that are based upon Transferred Employees’ injuries or illnesses that arise prior to the Applicable Transfer Time.

• Seller shall retain all assets and liabilities thereunder, including responsibility for all benefits accrued to each such Seller DB Plan Participant in respect of periods prior to the Applicable Transfer Time under the terms of the Seller DB Plan.

More Definitions of Applicable Transfer Time

Applicable Transfer Time means, (a) with respect to an Employee of Trimble who is a Business Employee other than any Brazil Employee, the Effective Time and (b) with respect to any Brazil Employee, the effective time of the Deferred Brazil Closing.

Applicable Transfer Time means, in the case of any Transferred US Business Employee, Active Canadian Business Employee or Inactive Canadian Business Employee, who becomes a Transferred Employee, the time such employee becomes an employee of Buyer or its designated Affiliate pursuant to Section 7.4(a) or Section 7.4(b), as applicable.

Applicable Transfer Time means, (a) with respect to a Continuing Employee who is either (i) an Emerson Offer Business Employee, (ii) an Aspen Offer Employee, (iii) an Emerson Contributed Subsidiary

Applicable Transfer Time means, in the case of any Transferred US Business Employee, Active Canadian Business Employee or Inactive Canadian Business Employee, who becomes a Transferred Employee, the time such employee becomes an employee of Buyer or its designated Affiliate pursuant to Section ‎7.4(a) or Section ‎7.4(b), as applicable.

Applicable Transfer Time means (a) with respect to a Transferred Employee that is any of (i) an Offer Business Employee (other than an Inactive US Business Employee), (ii) a Purchased Subsidiary Business Employee or (iii) an Automatic Transfer Business Employee, the Effective Time, (b) with respect to an Inactive US Business Employee, the date on which such Inactive US Business Employee commences employment with Buyer or its applicable Affiliate following his or her return to active employment with Seller or any Retained Subsidiary following the Effective Time (subject to the requirements of Section 7.4), (c) with respect to a Non-Automatic Transfer TSA Employee, the date on which such Non-Automatic Transfer TSA Employee commences employment with Buyer or its applicable Affiliate following the Effective Time (subject to the requirements of Section 7.4) and (d) with respect to an Automatic Transfer TSA Employee, 11:59:59 pm (local time) on the applicable TSA Termination Date.

Applicable Transfer Time means, (a) with respect to an Employee of Trimble who is a Business Employee other than any Brazil Employee, the Effective Time and (b) with respect to any Brazil Employee, the effective time of the Deferred Brazil Closing. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Brazil Business” means the Business to the extent conducted within Brazil as conducted through Trimble Brazil on or prior to the Deferred Brazil Closing Date. “Brazil Employees” means those Business Employees who are employees of Trimble Brazil and are primarily engaged in the Brazil Business and registered under the OneAg division BA as well as those employees of Trimble Brazil listed on Schedule 1.1-TBE. “Business” means the products and services (including development, design, manufacture, sale, processing, testing, packaging, labeling, handling, distribution, marketing, promotion, commercialization, support and servicing of products, software and services) comprising Xxxxxxx’x Agriculture business (including the provision of GNSS, guidance and autonomy Technology related to such activities), as such business is conducted by Trimble and its Subsidiaries immediately prior to the Closing.

Applicable Transfer Time means (i) with respect to (A) a Transferred Employee who is either (x) an Offer Business Employee, (y) an Emerald Entity Business Employee or (z) an Automatic Transfer Business Employee, the Closing or (B) a Transferred Employee who is an Inactive Employee, the date on which such Inactive Employee commences employment with JV NewCo or any Emerald Entity (or, if applicable, a PEO) following the Closing, (ii) with respect to a Transferred Employee who is a Deferred Business TSA Employee, the date on which such Deferred Business TSA Employee commences employment with JV NewCo or any Emerald Entity (or, if applicable, a PEO) following the Closing and (iii) with respect to a Transferred Employee who is a Deferred Business Employee, the applicable Deferred Closing Date.