Seller Employee Liabilities means other than any such liabilities Assumed by the Acquired Companies pursuant to Section 5.14, (a) all Employee Liabilities with respect to any current or former employee or individual service provider of Seller or its Subsidiaries or an Acquired Company, in each case, other than a Business Employee, Former Business Employee or any other individual service provider who as of immediately prior to the Closing is providing services to an Acquired Company and no other member of the Seller Business Group or otherwise spends more than seventy percent (70%) of his or her working time for Seller and its Subsidiaries on the Business, (b) all liabilities in respect of any Seller Benefit Plan, other than the Assumed Seller Benefit Plan Liabilities and (c) all liabilities in respect of any Benefit Plan sponsored, maintained or contributed or that is required to be sponsored, maintained or contributed to, by Seller or any of its Subsidiaries or in respect of which Seller or any of its ERISA Affiliates has or could reasonably be expected to have any liability or other obligation to contribute, in each case, other than the Acquired Company Benefit Plans, including in connection with the transactions contemplated by this Agreement, but excluding the Assumed Seller Benefit Plan Liabilities, in each case of (a), (b), or (c), regardless of (i) when or where such liabilities arose; (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Closing Date; (iii) where or against whom such liabilities are asserted or determined and whether an Acquired Company is responsible for delivering any compensation or benefit attributable to such liability; and (iv) which entity is named in any Legal Proceeding associated with any liability. For the avoidance of doubt, Seller Employee Liabilities shall not include Transaction-Related Severance Costs.
Seller Employee Liabilities means any claims, Liabilities, costs, expenses or compensation which exist, which arise by reason of, or which are in any way connected with or based on (i) an employee’s employment relationship with Seller and/or any ERISA Affiliate and/or the termination of such relationship; (ii) foreign, federal, state, county or municipal fair employment practices act and/or any law, ordinance or regulation promulgated by any foreign, federal, state, county, municipality or other state subdivision as applied to employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate, including, without limitation, relating to payment of overtime and minimum wages; (iii) interference with and/or breach of contract with employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate; (iv) retaliatory or wrongful discharge of any employee of Seller in connection with his or her employment with Seller and/or any employee of an ERISA Affiliate; (v) intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate; (vi) outrageous conduct with respect to employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate; (vii) interference with business relationships, contractual relationships or employment relationships involving employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate and any third party; (viii) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortious conduct of any kind with respect to employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate; (ix) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991 and/or 42 U.S.C. § 1981 with respect to employees of Seller in connection with their employment with Seller and or employees of any ERISA Affiliate; (x) violations of the Age Discrimination in Employment Act of 1967, the Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers’ Benefit Protection Act with respect to employees of Seller in connection with their employment with Seller and/or employees of any ERISA Affiliate; (xi) violations of state or federal handicap or disability discrimination laws or acts, ...
Seller Employee Liabilities means any claims, liabilities, costs, expenses or compensation which exist, which arise by reason of, or which are in any way connected with or based on (1) an employee's employment relationship with Seller and/or the termination of such relationship, (2) foreign, federal, state, county or municipal fair employment practices act and/or any law, ordinance or regulation promulgated by any foreign, federal, state, county, municipality or other state subdivision as applied to employees of Seller, (3) interference with and/or breach of contract with employees of Seller, (4) retaliatory or wrongful discharge of any employee of Seller, (5) intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller, (6) outrageous conduct with respect to employees of Seller, (7) interference with business relationships, contractual relationships or employment relationships involving employees of Seller and any third party, (8) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortious conduct of any kind with respect to employees of Seller, (9) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991 and/or 42 U.S.C. ss.1981 with respect to employees of Seller, (10) violations of the Age Discrimination in Employment Act of 1967, the Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers' Benefit Protection Act with respect to employees of Seller, (11) violations of federal or state handicap or disability discrimination laws or acts, including, but not limited to, the Rehabilitation Act of 1973 and the Americans with Disabilities Act with respect to employees of Seller, (12) discriminatory or wrongful acts against employees of Seller, (13) violations of ERISA or the Family and Medical Leave Act or the Fair Labor Standards Act with respect to employees of Seller, (14) violations of the workers' compensation laws of any state or other jurisdiction, (15) violations of any other federal, state, county or municipal law or regulation with respect to employees of Seller.
Examples of Seller Employee Liabilities in a sentence
All covenants and obligations of Purchaser contemplated by this Section 10.5, including the WARN Obligations, Health and Medical Coverage, Pre-Closing Seller Employee Liabilities, the Effects Bargaining Payment and the Severance/Retention Bonus Benefits are, collectively, the “Employee Obligations”.
Seller shall remain liable for all "Seller Employee Liabilities," regardless of when or how such liability arose, and regardless of whether such liability may result in or has resulted in a claim upon the Purchased Assets.
Notwithstanding the foregoing, to the extent listed and quantified on the Closing Statement as a current liability, the Purchaser shall pay, perform, satisfy and discharge, as and when due, and shall be responsible for such Pre-Closing Seller Employee Liabilities, and for Severance/Retention Bonus Benefit, as in Section 10.5.4 (c) below.
If products are designed and developed with functionality to enable a way to decrease GHG-emission in the user-phase, the 81% percent of the Company’s ecological footprint can be reduced.Cloud products are a smaller piece of the Company’s product portfolio and may not have a large impact on the whole company footprint as other products would have.
Buyer and Seller acknowledge and agree that all Seller Employee Liabilities shall be and remain solely obligations of Seller, and Buyer shall not assume or otherwise incur any obligation with respect to any Seller Employee Liability.
More Definitions of Seller Employee Liabilities
Seller Employee Liabilities means any liability or obligation in respect of (i) any Seller Plans (other than as provided in Section 5.11(h) hereof), employment, retention, severance, termination costs, accrued vacation, change of control, or other agreements, contracts or commitments by any member of the Seller Group covering the Seller Employees, and (ii) any liability for any action by or obligation to any Seller Employee or any employee of any Assigning Subsidiary, including individuals whose employment shall transfer to Purchaser or a Purchaser Affiliate by operation of law and whom Purchaser or a Purchaser Affiliate has not identified as a Seller Employee who will continue employment with Purchaser or a Purchaser Affiliate; provided, however, that Seller Employee Liabilities in respect of Accepting Employees shall be deemed to include only those liabilities which arise or are incurred on or prior to Closing. For the avoidance of doubt, any Seller Employee Liabilities that may pass to Purchaser or any Purchaser Affiliate by operation of law, statute, common law or otherwise which are not expressly assumed by Purchaser or a Purchaser Affiliate under this Agreement, shall be subject to indemnification by Seller in accordance with Section 5.4 hereof.
Seller Employee Liabilities means (i) any Liability under any Benefit Plan or any other employment or benefit plan, program, agreement or arrangement maintained, sponsored or contributed or required to be contributed to by Seller or any of its Affiliates or with respect to which Seller or any of its Affiliates has any Liability; and (ii) any Liabilities relating to or incurred in connection with the employment or service by, or termination from employment or service with, Seller or any of its Affiliates of any Person, including but not limited to any and all Liabilities pertaining to any salary or wages, vacation pay, bonuses or any other type of compensation or benefits.
Seller Employee Liabilities means Liabilities of any Seller Party or any Affiliate of any Seller Party relating to any current or former Service Provider, or any dependent or beneficiary thereof, including damages, expenses, losses, costs or other liabilities (a) except as set forth in Section 6.6(f) , arising at any time under or in connection with any Seller Plan, (b) any damages, expenses, losses, costs or other liabilities that constitutes a Pre-Closing COBRA Liability or a Pre-Closing WARN Act Liability, (c) that are or may be imposed on any Seller Party or any Affiliate of any Seller Party due to such entity’s status as an ERISA Affiliate of any other entity, (d) arising in connection with the actual or prospective employment or engagement, the retention or discharge by any Seller Party or any Affiliate of any Seller Party of any current or former Service Provider, (e) for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any employee arising in connection with the Transactions), benefits, severance or other accrued obligations (i) associated with any current or former Service Provider who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) with respect to any Transferred Employee, arising on or prior to the Closing Date, and (f) in connection with any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or regulation or under any federal or stateA-76employment Law or other Law or regulation relating to employment, discrimination, classification or other matters relating to current or former Service Providers, in any case, with respect to (i) any such individual who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) any Transferred Employee, arising on or prior to the Closing Date.
Seller Employee Liabilities means all Liabilities of the Seller and/or any Affiliate of the Seller relating to any current or former employee or other service provider of the Seller or any of its Affiliates, or any dependent or beneficiary thereof, including (i) any Liability arising at any time under any Seller Benefit Plan, (ii) any Liability that constitutes a COBRA Liability or a WARN Act Liability, (iii) any Liability that is or may be imposed on the Seller or any Affiliate of the Seller due to such entity’s status as an ERISA Affiliate of any other entity, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by the Seller or any of its Affiliates of any current or former employee or other service provider, (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance or other accrued obligations (A) associated with any employee or other service provider of the Seller or any of its Affiliates who does not become a Rehired Employee (or any dependent or beneficiary thereof), and (B) with respect to any Rehired Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or regulation or under any federal or state employment Law or other Law or regulation relating to employment, discrimination, classification or other matters relating to service providers, in any case, with respect to (A) any employee or other service provider of the Seller or any of its Affiliates who does not become a Rehired Employee (or any dependent or beneficiary thereof), and (B) any Rehired Employee, arising on or prior to the Closing Date.
Seller Employee Liabilities means any and all Liabilities, whenever or however arising, including all costs and expenses relating thereto arising under Contract, Law, Permit, or Action before any Governmental Entity, Order or any award of any arbitrator of any kind, relating to any Employee Plan, Employment Arrangement or otherwise relating to an Employee and his or her service or employment with Seller, its Subsidiaries, or any of their ERISA Affiliates.
Seller Employee Liabilities means (a) all payments, compensation, benefits or entitlements that the Seller or any of its Affiliates or ERISA Affiliates owes or is obligated to provide, whether currently, prospectively or on a contingent basis, whether prior to Closing, as of Closing, or after Closing, with respect to any Employee or former Employee, including wages, other remuneration (including any payment in respect of phantom equity awards), holiday or vacation pay, bonus, severance pay (contractual, statutory or otherwise), commissions, post-employment medical or life obligations, pension contributions, insurance premiums, and Taxes, (b) all Liabilities, payments, costs, expenses or disbursements related to any Employee or former Employee, including under, or with respect to, ERISA, WARN, COBRA Continuation Coverage, workers’ compensation, right or actions under any labor or similar applicable Laws that is incurred, accrued or arising prior to, or in connection with, Closing, (c) all Plans and any Liabilities, payments, costs, expenses or disbursements of the Seller or any of its Affiliates or ERISA Affiliates that arise under or relate to any Plan and (d) all Liabilities, payments, costs, expenses or disbursements incurred in connection with the termination of employment or other service relationship of any Employee of the Seller or any of its Affiliates or ERISA Affiliates, regardless of whether or not such Employee becomes an Employee of Buyer or its Affiliates, arising under any Plan or other severance policy or agreement or under any applicable Law or otherwise (other than any severance as may be offered by Buyer or its Affiliates to any Employee or any severance obligation arising under applicable Law as a result of a termination by Buyer or its Affiliates of any Employee after the Closing).
Seller Employee Liabilities means other than any such liabilities Assumed by the Acquired Companies pursuant to Section 5.14, (a) all Employee Liabilities with respect to any current or former employee or individual service provider of Seller or its Subsidiaries or an Acquired Company, in each case, other than a Business Employee, Former Business Employee or any other individual service provider who as of immediately prior to the Closing is providing services to an Acquired Company and no other member of the Seller Business Group or otherwise spends more than seventy percent (70%) of his or her working time for Seller and its Subsidiaries on the Business, (b) all liabilities in respect of any Seller Benefit Plan, other than the Assumed Seller Benefit Plan Liabilities and (c) all liabilities in respect of any Benefit Plan sponsored, maintained or contributed or that is required to be sponsored, maintained or contributed to, by Seller or any of its Subsidiaries or in respect of which Seller or any of its ERISA Affiliates has or could reasonably be expected to have any liability or other obligation to contribute, in each case,