Purchaser Assumed Employee Liabilities definition

Purchaser Assumed Employee Liabilities has the meaning set forth in Section 6.6(a)(i).
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Purchaser Assumed Employee Liabilities means (i) any claims by any Business Employee arising out of or relating to any act or omission by Purchaser or an Affiliate of Purchaser or any Representative of Purchaser or any Affiliate of Purchaser, including but not limited to, any act or omission in connection with the recruitment, solicitation, interviewing, hiring, failure to hire, selection, or failure to select a Business Employee, or other activities in violation of any Applicable Law governing the hiring, interviewing, or selection of employees or potential employees, including but not limited to Applicable Law prohibiting discrimination in hiring on the basis of race, age, national origin, sex, religion, pregnancy, military status, sexual orientation or actual or perceived disability, except to the extent that the act(s) or omission(s) on which such claims, liabilities or obligations in this clause (i) are based were expressly authorized by either Seller or any of their Affiliates in writing, and (ii) any liability or obligation arising out of or relating to any act or omission of either Seller or any of their Affiliates taken at the request of Purchaser or any Affiliate of Purchaser upon, before or after the Closing Date in connection with the recruitment, solicitation, interviewing, hiring, failure to hire, selection or failure to select a Business Employee.
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Examples of Purchaser Assumed Employee Liabilities in a sentence

  • This Section 6.6(h) shall not limit Purchaser’s obligations with respect to a Conveyed Subsidiary Plan or any other arrangement that provides for similar benefits as required by applicable Law, which shall be considered Purchaser Assumed Employee Liabilities, in accordance with Section 6.6(a)(i).

  • For the avoidance of doubt, except as contemplated by clause (A) of this Section 6.6(a)(i), the term Purchaser Assumed Employee Liabilities shall not include Liabilities with respect to current or former employees of Seller Parent or its Affiliates who are not Business Employees or Former Business Employees.

  • Purchaser shall indemnify Seller Parent and its Affiliates for any Liabilities incurred by Seller Parent and its Affiliates with respect to Purchaser or its Affiliates’ failure to comply with the obligations under this Section 6.6(l), which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i).

  • Purchaser agrees to reimburse Seller Parent, as soon as practicable but in any event within ninety (90) days of receipt of appropriate verification, for all costs and expenses (including workers’ compensation expenses) actually paid by Seller Parent or its Affiliates after the Closing Date as required by applicable Law or any Contract, to the extent that the Liabilities are Purchaser Assumed Employee Liabilities.

  • Other than the Purchaser Assumed Employee Liabilities, Seller Parent, or its applicable Affiliate, shall, effective as of the Closing, retain or assume all Liabilities and obligations under or relating to each Business Employee, Excluded Employee, Plan and each Foreign Plan and all Liabilities arising under or in connection with any employee benefit program, plan or arrangement sponsored or maintained by any ERISA Affiliate of any Seller.

  • Other than the Purchaser Assumed Employee Liabilities, Seller Parent, or its applicable Affiliate, shall, effective as of the Closing, retain or assume all Liabilities and obligations under or relating to each Business Employee, Plan and each Foreign Plan and all Liabilities arising under or in connection with any employee benefit program, plan or arrangement sponsored or maintained by any ERISA Affiliate of any Seller.

  • Notwithstanding the foregoing, Sellers shall have no liability or responsibility for any Purchaser Assumed Employee Liabilities.

  • Purchaser agrees to reimburse Seller Parent, as soon as practicable but in any event within thirty (30) days of receipt of appropriate verification, for all costs and expenses (including workers’ compensation expenses) actually paid by Seller Parent or its Affiliates after the Closing Date as required by applicable Law or any Contract, to the extent that the Liabilities are Purchaser Assumed Employee Liabilities.

Related to Purchaser Assumed 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;

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

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

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

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

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

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

  • Excluded Employees has the meaning set forth in Section 14.1.

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

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

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

  • 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.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Hired Employees shall have the meaning set forth in Section 7.5(a).

  • Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).

  • 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;

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Transferring Supplier Employees means those employees of the Supplier and/or the Supplier’s Sub-Contractors to whom the Employment Regulations will apply on the Service Transfer Date.