Retained Business Employee definition

Retained Business Employee means any Employee who, immediately prior to the Effective Time, is dedicated solely to the Retained Business.
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Retained Business Employee is defined in Section 2.4(b).
Sample 1
Retained Business Employee means each employee of the Parent Group (including the Transferred Entities) who provides services to, or for the benefit of, the Business and who is set forth on Section 1.1(e) of the Seller Disclosure Schedule, and such other individuals as may be mutually agreed in writing by Seller and Purchaser at any time.
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Examples of Retained Business Employee in a sentence

  • Any Retained Business Employee or Former Retained Business Employee who has incurred a disability (within the meaning of the applicable provisions of the Parent Welfare Plan providing long-term disability benefits), and as to which any applicable waiting period has expired prior to the Effective Time, will continue to be covered under the corresponding SpinCo Welfare Plan in accordance with the applicable terms of such SpinCo Welfare Plan with respect to such disability.

  • Seller shall bear all costs and Liabilities related to the termination of employment or services of any Business Employee who is neither an Offer List Employee nor a Retained Business Employee, or who is an Offer List Employee but does not accept an offer of continued employment from Buyer or one of its Affiliates that complies with the terms of Section 9.7(b) and Section 9.7(d), and all such Liabilities shall be Excluded Liabilities for purposes of this Agreement.

  • Xxxxx agrees to use reasonable best efforts during the Retained Business Employee Services Term to gradually decrease dependence where practicable on the Retained Business Employees over time.

  • Property Owner shall not terminate or attempt to terminate this lease by any means other than proper legal proceedings as provided by state law.

  • Prior to the Closing, Seller shall, or shall cause its Affiliates to: (i) transfer the employment of each Transferred Business Employee to a Group Company, and (ii) transfer the employment of each Transferred Retained Business Employee to Seller or one of its Affiliates (other than the Group Companies).

  • Accordingly, and notwithstanding anything to the contrary in this Section 3.2.3(b), (A) no Retained Business Employee will become a Transferred Employee, (B) each Retained Business Employee will become a Non-Transferred Employee and (C) Seller shall transfer each such Retained Business Employee to a Retained Business Transferee, with such transfer to take effect no later than the Closing Date.

Related to Retained Business Employee

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

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

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • 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 Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Company Employee means an employee of the Company or an employee of a Subsidiary of the Company, if any.

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

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

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

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

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

  • 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.

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

  • Group Business Entity means;

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

  • 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.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Contract employee means an employee performing services under a PEO services contract or temporary help services contract.

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

  • 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.

  • U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

  • Current Employees has the meaning set forth in Section 5.6(a).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Parent Employee means, a current employee of Parent or any of its Subsidiaries.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).