Retained Employee Liabilities definition

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

• Each of Purchaser and Seller agree that, to the extent permitted by applicable Law, any income, franchise and similar Tax deductions with respect to any payment of Retained Employee Liabilities, regardless of whether paid in cash or stock (any such deductions, the “Deductions”), shall be taken on the Tax Return of Seller or another Seller Entity.

• For the avoidance of doubt, except as expressly provided in Section 5.5(p)(ii), in no event shall Purchaser or any of its Affiliates have or assume any Liabilities or obligations with respect to any Shared Service Employee (or any spouse, dependent or beneficiary thereof) who does not become a Transferred Employee and all such Liabilities and obligations shall be Retained Employee Liabilities for all purposes of this Agreement.

• Seller will pay, be responsible for and will discharge all Retained Employee Liabilities.

• 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 on and after the Closing Date, Purchaser shall, or shall cause its Affiliates to, adopt the Assumed Plans and assume all Liabilities and responsibilities of the applicable Seller Entity thereunder, excluding, for the avoidance of doubt, any Retained Employee Liabilities and Liabilities for which Seller is expressly responsible pursuant to Section 5.5 or Section 2.5.

More Definitions of Retained Employee Liabilities

Retained Employee Liabilities shall have the meaning set forth in Section 2.5(ix).

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.

Retained Employee Liabilities means each of the following, prior to, on or after the Closing Date:

Retained Employee Liabilities means all Liabilities and expenses relating to (a) Sellers’ or their Affiliates’ obligations to contribute to, make payments with respect to or provide benefits under the Benefit Plans of Sellers and their Affiliates, other than the Business Employee Plans and the Non-U.S. Business Employee Plans, (b) any ERISA Affiliate Liability, (c) the withdrawal of the Transferred Companies and/or Transferred Employees from participation in any Benefit Plan, other than the Business Employee Plans or the Non-U.S. Business Employee Plans, including, if applicable, pursuant to Section 4062(e) of ERISA, (d) the XxXxxx-Xxxx UK Retirement Benefits Plan (1973), (e) any current or former employees, directors, consultants or independent contractors of Sellers and their Affiliates other than (i) the Business Employees or (ii) consultants or independent contractors who primarily provide services to the Business and (f) with respect to any person performing services on behalf of the Business prior to the Closing, any misclassification on or prior to Closing of any such person as an independent contractor rather than as an employee.

Retained Employee Liabilities means (a) any and all Liabilities, and any and all other payments, compensation, benefits, and entitlements that Sellers or any of their Affiliates owe or are obligated to provide, whether currently, prospectively or on a contingent basis, whether prior to the Closing, as of the Closing, or after the Closing, with respect to any employee of, or other service provider to, Sellers or any of their Affiliates, and (b) any and all Liabilities, payments, costs, expenses or disbursements which arise under or relates to any Plan or any other employee benefit plan or arrangement, other than Run Rate Expenses.

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 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