Retained Employee Liabilities has the meaning set forth in Section 4.2.1.
Retained Employee Liabilities means each of the following:
Retained Employee Liabilities means each of the following: (a) any obligation to provide continuation coverage pursuant to COBRA under any Seller Benefit Plan that is a “group health plan” (as defined in Section 5000(b)(1) of the Code) to the Business Employees and/or their qualified beneficiaries with respect to a COBRA qualifying event that occurs prior to the Closing, (b) any ERISA Affiliate Liability incurred prior to the Closing, and (c) any and all liabilities under Seller Benefit Plans that are not expressly assumed by Purchaser under this Agreement.
Examples of Retained Employee Liabilities in a sentence
For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Separation and Distribution Agreement.
From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities.
Effective as of the Separation Time, the Parent Deferred Compensation Plan shall be retained by the Parent Group in accordance with its terms, and, for the avoidance of doubt, any Liabilities arising from or relating to the Parent Deferred Compensation Plan will constitute Parent Retained Employee Liabilities.
Notwithstanding anything to the contrary herein, all Liabilities relating to long-term disability benefits received by Former SpinCo Employees under a Parent H&W Plan will remain Parent Retained Employee Liabilities, regardless of when incurred.
For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Master Separation Agreement.
More Definitions of Retained Employee Liabilities
Retained Employee Liabilities shall have the meaning set forth in Section 2.5(ix).
Retained Employee Liabilities means each of the following, prior to, on or after the Closing Date:
Retained Employee Liabilities means any and all obligations and Liabilities of Seller with respect to the Employees or the New Employees, other than any Assumed Employee Liabilities. For the avoidance of doubt, any and all obligations and Liabilities of Seller with respect to any Employee or New Employee: (i) who does not accept Purchaser’s offer of employment in accordance with Article XII; or (ii) who is listed in Section 12.2 of the Disclosure Schedule, are Retained Employee Liabilities. “Retained Liabilities” means any and all Liabilities of Seller other than the Assumed Liabilities, including (i) any Indebtedness of Seller, (ii) any Liability relating to any Retained Asset, (iii) any long term deferred commission payment obligations, (iv) off balance sheet pension obligations of Seller, (v) any Liability relating to a guarantee of a third party obligations, (vi) any Retained Employee Liability, and (vii) any other Liability for which Seller is liable or otherwise obligated pursuant to this Agreement, only to the extent that such Liabilities are not Assumed Liabilities. “Seller” has the meaning set forth in the caption. “Seller’s Counsel” means Xxxxxx Xxxxxx Xxxxxxx LLP. “Seller Indemnitees” - As defined in Section 11.3. “Seller’s Knowledge” or “Knowledge” - with respect to Seller, Seller will be deemed to have “Knowledge” of a particular fact or matter if any of Joe, Jeff, Xxxxx, Xxxx Xxx or Xxxxx Xxxxxx (i) is actually aware of such fact or matter or (ii) would have obtained knowledge of such fact or matter after making such due inquiry (including a review of their files and after consulting with their direct reports and other pertinent Persons) that a prudent business person
Retained Employee Liabilities means, except as specifically set forth in Section 6.1(d), any and all Liabilities of the Seller and its Affiliates to or with respect to any of its or their current or former employees, leased employees, independent contractors or other personnel (and any of their respective spouses, dependents and beneficiaries), but with respect to Transferred Employees, only for periods prior to the Closing Date, and any and all Liabilities to, under or with respect to any Employee Plan (including, for the avoidance of doubt, any bonus plan of the Seller providing for bonuses to Business Employees payable as a result of the consummation of the transactions contemplated by this Agreement, the performance of the Bass retail stores or of Seller, or otherwise).
Retained Employee Liabilities has the meaning ascribed to such term in the Reorganization Agreement.
Retained Employee Liabilities means (i) all liabilities of the Seller Parties related to the transfer of Non-Covered Employees from the Company to Seller in connection with the Restructuring and (ii) all liabilities for accrued and unpaid compensation of the Covered Employees for periods prior to the Closing Date.
Retained Employee Liabilities means all Liabilities that are attributable to, associated with or related to, or that arise out of or in connection with (a) any Employee Plan or any other employee benefit or compensation plan, program or arrangement sponsored, maintained or contributed to by a Seller, any Company Party or any ERISA Affiliates or to which a Seller, any Company Party or any ERISA Affiliate was obligated to contribute at any time within six years prior to the Closing, including all Controlled Group Liabilities, (b) the employment or engagement of any individual who does not become a Continued Contractor, including all Liabilities arising from or relating to any act or omission or other practice with respect to an employment or independent contractor relationship or the termination thereof arising at any time, and (c) the engagement of (or any relationship with) a Continued Contractor to the extent existing or arising on or prior to the Closing.