Covered Employee Liabilities definition

Covered Employee Liabilities shall have the meaning assigned thereto in Section 1.5(i).
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Covered Employee Liabilities shall have the meaning assigned thereto in Section 4.4(k).
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Covered Employee Liabilities means (A) all employment and employee benefits-related liabilities, obligations and commitments relating to the Covered Employees (or any dependent or beneficiary of any Covered Employee) that (i) arise out of or are incurred at or after the applicable Closing Date in connection with such employee’s employment with Purchaser or any of its Affiliates, (ii) arise out of or are incurred on or before the applicable Closing Date in connection with such employee’s employment with Seller and its Affiliates (other than the employment and employee benefits-related liabilities, obligations and commitments relating to the Covered Employees that Seller and its Affiliates have expressly agreed to retain pursuant to Article XII (it being understood that the rights and obligations of the parties in respect of the employment and employee benefits-related liabilities, obligations and commitments relating to the Covered Employees that are the subject of Article XII are expressly set forth in Article XII)), (iii) the parties to the Acquisition Agreement have explicitly agreed that Purchaser or any of its Affiliates shall assume pursuant to the Acquisition Agreement, (iv) relate to an Assumed Benefit Plan to the extent expressly assumed pursuant to this Acquisition Agreement, (v) transfer automatically to Purchaser or any of its Affiliates under applicable Law (including as a result of the acquisition by Purchaser of all the outstanding capital stock and other equity interests of the Transferred Subsidiaries), (vi) relate to the obligation pursuant to Section 12.01(a) to rehire or reinstate any Employee on Disability Leave or other Covered Employee who is not actively at work on the applicable Closing Date or (vii) are reflected on a Closing Statement, in each case, other than liabilities, obligations and commitments (1) that Seller and its Affiliates have expressly agreed to retain pursuant to Article XII, (2) that arise pursuant to any plan, arrangement, agreement or policy that primarily relates to benefits in the event of a change in control of Seller or any plan, arrangement, agreement or policy pursuant to which a Covered Employee may become entitled to a retention bonus payable by Seller or any of its Subsidiaries (other than any Transferred Subsidiary) as of the applicable Closing or (3) that arise pursuant to any Seller Benefit Plan or any other plan, arrangement, agreement or policy of Seller or its Affiliates, other than any (x) plan, arrangement, agreement or poli...
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Examples of Covered Employee Liabilities in a sentence

  • At or prior to 12:01 a.m. on the Distribution Date, Splitco shall assume the Covered Employee Liabilities in accordance with the provisions of Section 11.3.


More Definitions of Covered Employee Liabilities

Covered Employee Liabilities means all Liabilities with respect to the Target Business Employees that (a) CFPI has explicitly agreed to assume pursuant to Section 5(h) or (b) are Accrued Expenses.
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Related to Covered 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;

  • Covered Employees has the meaning set forth in Section 5.11(a).

  • 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.

  • 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;

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • 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;

  • Tipped employee means any employee engaged in an occupation in which s/he customarily and regularly receives more than $30 per month in tips. Tips include amounts designated as a tip by credit card customers on their charge slips. Nothing in this rule prevents an employer from requiring employees to share or allocate such tips or gratuities on a pre-established basis among other employees who customarily and regularly receive tips. Employer-required sharing of tips with employees who do not customarily and regularly receive tips, such as management or food preparers, or deduction of credit card processing fees from tipped employees, shall nullify allowable tip credits towards the minimum wage.

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

  • Excluded Employees shall have the meaning set forth in Section 5.1.2.

  • 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.

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

  • Covered Employer means the City of Cambridge or a Beneficiary of Assistance.

  • Active Employee means a contributing member of the TRS who is employed by a public school and is not entitled to coverage under a plan provided under Insurance Code Chapter 1551 (Texas Em- ployees Group Benefits Act) or 1601 (State University Employees Uniform Insurance Benefits Act).

  • 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.

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

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.

  • Covered employment means employment in a covered position.

  • Retired Employee means an employee of the state who retired after April 29, 1971,

  • Designated Employees means a person occupying any of the following position in the Company:

  • Affected Employees means those employees who are exposed to the hazard(s) identified as a violation(s) in a citation.

  • Covered Employee means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

  • Accrued Professional Compensation means, at any given moment, all accrued, contingent and/or unpaid fees and expenses (including, without limitation, success fees) for legal, financial advisory, accounting and other services and reimbursement of expenses that are awardable and allowable under section 328, 330(a) or 331 of the Bankruptcy Code and were rendered before the Effective Date by any Retained Professional in the Chapter 11 Cases, or that are awardable and allowable under section 503 of the Bankruptcy Code, that have not been denied by a Final Order, all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been filed for any such amount). To the extent that the Bankruptcy Court or any higher court denies or reduces by a Final Order any amount of a Retained Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

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

  • Seller Benefit Plan means each Employee Benefit Plan sponsored, maintained or contributed to by a Seller or any of its Affiliates or with respect to which a Seller or any of its Affiliates has, or could reasonably be expected to have, any direct or indirect Liability.

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

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).