Excluded Employee Liabilities definition

Excluded Employee Liabilities means each of the following:

Excluded Employee Liabilities has the meaning set forth in Section 7.3.

Excluded Employee Liabilities shall have the meaning ascribed to such term in Article II hereof.

Examples of Excluded Employee Liabilities in a sentence

• For the avoidance of doubt, any and all Liabilities (including statutory or contractual severance benefits and change in control payments or transaction bonuses) arising as a result of the actual or constructive termination of a Business Employee’s employment with the Company as a result of the transactions contemplated by this Agreement, whether or not such individual becomes a Transferred Employee, shall be considered Excluded Employee Liabilities.

• All vacation days and other paid time off accrued but not taken by Transferred Employees on or prior to the Closing Date shall also be considered Excluded Employee Liabilities and such Liabilities shall be paid solely by the Company.

• Except as provided in Section 2.1.3 or in other provisions hereof, neither the Purchaser nor any of the Designated Purchasers shall assume at the Closing any of the Liabilities of any Seller, including the Excluded Employee Liabilities (collectively, the “Excluded Liabilities”).

• Except for the Excluded Employee Liabilities (including, for clarity, any Liabilities of Seller and its Subsidiaries under the Benefit Plans), Buyer and its Affiliates will be solely responsible for any Liabilities relating to any Transferred Employee that arise at or after such Transferred Employee’s Transfer Date.

• Except as expressly provided in Section 2.1.3, neither the Purchaser nor any of the Designated Purchasers shall assume (or be deemed to have assumed) at the Closing any of the Liabilities of any Seller or its Affiliates, including the Excluded Employee Liabilities (collectively, the “Excluded Liabilities”), and for the avoidance of doubt, any Liability identified as an Excluded Liability shall not be an Assumed Liability.

More Definitions of Excluded Employee Liabilities

Excluded Employee Liabilities shall have the meaning set forth in the Employee Matters Agreement.

Excluded Employee Liabilities means (a) any payments, compensation, benefits or entitlements that Sellers or any of their Affiliates owes or is obligated to provide prior to the Closing or as of the Closing with respect to any Specified Employee (including any Specified Employees who do not become Transferred Employees), including wages, other remuneration, holiday or vacation pay, bonus, severance pay (contractual, statutory or otherwise), retention bonuses, commissions, post-employment medical or life obligations, pension contributions, insurance premiums, and Taxes, (b) any liabilities, payments, obligations, costs, expenses or disbursements for, or with respect to, payments, compensation, benefits or entitlements to any Specified Employee (including any Specified Employees who do not become Transferred Employees) arising prior to, on or as a result of the Closing, (c) any liabilities, payments, obligations, costs, expenses or disbursements related to any employees, including under, or with respect to ERISA, WARN, COBRA Continuation Coverage or any retiree medical benefits, worker’s compensation, any right or actions under any labor or similar Applicable Laws that is incurred, accrued or arising prior to, on or as a result of the Closing, (d) any Benefit Arrangement and any liabilities, payments, obligations, costs, expenses or disbursements of Sellers or any of their Affiliates which arises under or relates to any Benefit Arrangement or any other employee benefit plan or arrangement, including liability with respect to, or arising under (i) any such plan that is subject to Title IV of ERISA, Sections 302, 303, 304 or 305 of ERISA, or Sections 412, 430, 431, 432 or 4971 of the Code or (ii) any other statute or regulation that imposes liability on a so-called “controlled group” basis with or without reference to any provision of Section 414 of the Code or Section 4001 of ERISA, including by reason of Sellers’ affiliation with any of its ERISA Affiliates or Buyer being deemed a successor to any ERISA Affiliate of Sellers, and (e) any Liabilities, payments, obligations, costs, expenses or disbursements incurred in connection with the termination of employment or other service relationship by Sellers or any of their Affiliates, of any employee, regardless of whether or not such employee becomes a Transferred Employee, arising under any Benefit Arrangement or other severance policy or agreement or under Applicable Law or otherwise, that is incurred, accrued or arising prior to, or in con...

Excluded Employee Liabilities means any and all Liabilities assigned to, or assumed or otherwise retained by, members of the Cardinal Health Group under the Employee Matters Agreement.

Excluded Employee Liabilities shall have the meaning set forth in Section 6.5.2.

Excluded Employee Liabilities means all Liabilities, of the Company and/or its Affiliates relating to any Employee, director or consultant, or any dependent or beneficiary thereof, including (i) any Liability arising at any time under or in connection with any Employee Plan or any Affiliate Plan, (ii) any Liability that is or may be imposed on the Company or any Affiliate of the Company due to such entity’s status as an ERISA Affiliate of any other entity, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by the Company or any of its Affiliates of any current or former Employee, director or consultant, (iv) any Liability for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any Employee arising in connection with the transaction contemplated by this Agreement), benefits, severance or other accrued obligations) (A) associated with any Employee who does not become a Transferred Employee, director or consultant (or any dependent or beneficiary thereof), and (B) with respect to any Transferred Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or workers’ compensation law or regulation or under any federal or state employment law or other Law or regulations relating to employment, discrimination, classification or other matters relating to any Employee, director or consultant, in any case, with respect to (A) any Employee, director or consultant who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (B) any Transferred Employee, arising on or prior to the Closing Date; provided, that, notwithstanding the foregoing, (i) paid time off (PTO) benefits accrued with respect to the Transferred Employees, to the extent expressly assumed by Purchaser in accordance with Section 7.01(d) of this Agreement, and (ii) the cash amount accrued in accordance with GAAP and treated as a Current Liability for purposes of calculating Net Working Capital hereunder in respect of Transferred Employee annual cash bonuses, in each case, shall not constitute Excluded Employee Liabilities hereunder.

Excluded Employee Liabilities means all Liabilities of Seller or any of its Affiliates (including all Liabilities for Accrued Amounts): (a) arising at any time under or in connection with any Benefit Plan, (b) that is or may be imposed on Seller or any Affiliate thereof due to such entity’s status as an ERISA Affiliate of any other entity, (c) arising in connection with the employment or engagement (or termination thereof) of, or with respect to any employment or labor-related claim with respect to, any employee, director, manager or independent contractor of Seller or any of its Affiliates, in any case, that does not become a Transferred Employee, regardless of when arising, and (d) arising in connection with the employment or engagement (or termination thereof) of, or with respect to any employment or labor-related claim with respect to, any Transferred Employee, to the extent arising prior to the Closing (or prior to such Transferred Employee’s Transfer Date, as applicable).

Excluded Employee Liabilities means any and all Liabilities assigned to, or assumed or otherwise retained by, members of the JDSU Group under the EMPLOYEE MATTERS AGREEMENT.