Employee Excluded Liabilities definition

Employee Excluded Liabilities shall have the meaning set forth in Section 6.8.
Sample 1Sample 2
Employee Excluded Liabilities. Section 6.6(a) “Escrow Amount” Section 2.5(b) “Excluded Liabilities” Section 2.4 “Indemnifiable Audit Costs” Section 5.3 “International Employee Plan” Section 3.11(a) “IP Assignments” Section 2.7(b) “M&A Qualified Beneficiaries” Section 6.5 “Multiemployer Plan” Section 3.11(a) “Non-Assignable Contract” Section 5.4 “Non-Paying Party” Section 2.9(c) “Patents” Section 1.1(z) “Paying Party” Section 2.9(c) “Pension Plan” Section 3.11(a) “Purchase Price” Section 2.5(b) “Receiving Party” Section 1.1(k) “Selling Group” Section 6.5 “Straddle Period Taxes” Section 2.9(c) “Tax Returns” Section 2.9 “Termination Date” Section 9.1 “Trademarks” Section 1.1(z) “Transfer Taxes” Section 2.11 “Transferred Assets” Section 2.2 “Transition Services” Section 5.6 “Transition Services Fees” Section 5.6
Sample 1
Employee Excluded Liabilities has the meaning given in paragraph 5 of Schedule 7; Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or any other security interest of any kind, including retention arrangements, and any agreement to create any of the foregoing; Equipment means all the equipment, tangible chattels, office equipment, computer equipment and software, motor vehicles, furniture and fittings owned by the Seller that are exclusive to the Business or predominantly used by the Business; Equity means HKD(169,544,375) (being the value of the investment revaluation reserve and the accumulated losses as shown on page 4 of the Accounts);
Sample 1

More Definitions of Employee Excluded Liabilities

Employee Excluded Liabilities means, in each case except as otherwise specifically set forth in Article VIII, (i) any payments, entitlements or funding obligations that AMC or any of its Affiliates (including the Company Group) owes (A) to any current or former Company Employee to the extent incurred, accrued or arising prior to or at the Closings, or (B) to any Excluded Employee whenever incurred, including in either case all such wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), Company Transaction Compensation (to the extent not included in the calculation of the Company Transaction Expenses as set forth in the Final Closing Statement) and commissions, (ii) all post-employment medical or life obligations for (A) any former Company Employee whose employment terminated at or at any time before the Closings and (B) any current or former Excluded Employee, (iii) all pension contributions, insurance premiums, Taxes, and any other Liabilities, payments or obligations related to the employment of the Company Employees (except with respect to the Specified Multiemployer Plan) to the extent incurred, accrued or arising through the Closing Date, (iv) any obligation, liability, expense or notice arising under WARN or any similar provision of any applicable Law in connection with (A) any termination of Company Employees at or at any time before the Closings and (B) any termination of Excluded Employees at any time at, before or after the Closings, (v) the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Reconciliation Act of 1985 with respect to (A) any current or former Company Employee other than the Continuing Employees and (B) any current or former Excluded Employee, (vi) any payments or entitlements under the Ascent Media Corporation 2008 Incentive Plan, (vii) Claims under any labor or similar laws arising (A) at or at any time before the Closings with respect to any current or former Company Employee and (B) at any time at, before or after the Closings with respect to any current or former Excluded Employee, including in either case any such Liabilities arising out of or resulting in connection with the Closings and/or the consummation of the transactions contemplated by this Agreement, (viii) any ERISA Affiliate Liability, (ix) any costs and disbursements incurred in connection with the termination of any employment by AMC or its Affiliates of any Company Employee that does not become a ...
Sample 1
Employee Excluded Liabilities has the meaning given in paragraph 6 of Schedule 7; Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or any other security interest of any kind, including retention arrangements, and any agreement to create any of the foregoing; Equipment means all the equipment, tangible chattels, office equipment, computer equipment and software, motor vehicles, furniture and fittings owned by the Seller that are exclusive to the Business or predominantly used by the Business; Equity means SGD44,075,674, (being the value of the Surplus as shown on pages FS1 and FS2 of the Accounts less the Head Office Account);
Sample 1

Related to Employee Excluded Liabilities

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

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

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • 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;

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

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

  • 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.

  • 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;

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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;

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • 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;

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Covered Liabilities as defined in Subsection 11.23.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).