Retained Employment Liabilities definition

Retained Employment Liabilities shall have the meaning set forth in Section 5.14(k).
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Retained Employment Liabilities means, with respect to the Purchased Assets, (i) any and all Liabilities arising out of or relating to any employees of any Seller Entities or Rexam Entities or any of their respective Affiliates (other than the Purchased Entities) other than Transferred Business Employees; and (ii) any and all Liabilities relating to Transferred Business Employees that are incurred or arise prior to the Closing Date.
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Retained Employment Liabilities has the meaning given to it in ------------------------------- Section 5.5.
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Examples of Retained Employment Liabilities in a sentence

  • Retained Employment Liabilities also shall include any Liabilities and Claims relating to change in control agreements, severance payments, 280G payments and excise Taxes, sale bonuses and other retention arrangements established by the Seller regardless of whether such Liabilities and Claims arise before, on or after the Closing Date.

  • Buyer and the Company and the Agency shall not have any Liability for or responsibilities relating to the Retained Employment Liabilities.

  • The Parties acknowledge, however, that certain Retained Employment Liabilities are accrued on the Seller’s balance sheet and not on Company’s balance sheet.

  • Upon the Closing, Buyer agrees to (or to cause its applicable Affiliate to) assume such collective bargaining agreement and the obligations of Seller and its Affiliates thereunder with respect to Continuing Employees that arise on or after the Closing Date; it being understood that Buyer shall not assume any Retained Employment Liabilities under such agreement.

  • In computing the adjustment described above, the Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles, except that accrued vacation to the extent not required to be paid at the Closing (which accrued vacation shall not be paid at Closing), will be included in total liabilities, and Retained Employment Liabilities (as defined in Section 5.1(a)) will not be included in total liabilities.

  • The Parties further agree that upon such assumption Delphi shall be relieved and released from any liabilities or obligations other than the Delphi Retained Employment Liabilities to such active and inactive bargaining unit employees arising from and after the date of the applicable Employment Transfer.

  • Retained Employment Liabilities also shall include any Liabilities and Claims relating to change in control agreements, accrued bonuses, stock options and other equity-based awards (whether payable in stock, cash or other property), sale bonuses and other retention arrangements established by the Seller, any Affiliate of the Seller or any ERISA Affiliate regardless of whether such Liabilities and Claims arise before, on or after the Closing Date.


More Definitions of Retained Employment Liabilities

Retained Employment Liabilities means any and all Liabilities relating to any Business Employee for any period on or prior to the Closing, including (i) the termination of any Business Employee and (ii) for bonuses, commissions, workers’ compensation, unemployment benefits, severance or similar payment obligations of Transferor or any of its Affiliates, in each case to the extent relating to the period prior to the Closing or outstanding as of the Closing, including all employer Taxes related to the foregoing, and other than such amounts included in Closing Indebtedness and Liabilities expressly assumed by Buyer pursuant to Section 5.12.
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Retained Employment Liabilities means those liabilities to be paid or retained by AFC as provided in Appendix A hereto.
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Retained Employment Liabilities of any Person means (i) all ------------------------------- obligations and liabilities relating to the employment or termination of employment of any Selected Employee of such Person's Primestar Business by such Person or any of its subsidiaries on or prior to the Closing Date and (ii) all obligations and liabilities relating to the employment or termination of employment of any Terminated Employee of such Person's Primestar Business by such Person or any of its subsidiaries at any time.
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Related to Retained Employment Liabilities

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • 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;

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

  • 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.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Excluded Employees means those employees listed on Schedule 1.1(w);

  • Hired Employees has the meaning set forth in Section 6.1(a).

  • 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.

  • Active Employment means you must be actively at work for the Sponsor:

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Continuing Employees shall have the meaning set forth in Section 6.9(a).

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

  • Supported employment means the ongoing supports to participants who, because of their disabilities, need intensive ongoing support to obtain and maintain an individual job in competitive or customized employment, or self-employment, in an integrated work setting in the general workforce at or above the state’s minimum wage or at or above the customary wage and level of benefits paid by the employer for the same or similar work performed by individuals without disabilities. The outcome of this service is sustained paid employment at or above the minimum wage in an integrated setting in the general workforce in a job that meets personal and career goals. Supported employment services can be provided through many different service models.

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

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

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

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

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

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

  • Continuing Employee has the meaning set forth in Section 6.7(a).

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