Seller Employer Liabilities definition

Seller Employer Liabilities means any claims, liabilities, costs, expenses or compensation that exist, that arise by reason of, or that are in any way connected with or based on (a) an employee’s employment relationship with any Seller or Parent and/or the termination of such relationship, (b) foreign, federal, state, county or municipal fair employment practices act and/or any law, ordinance or regulation promulgated by any Governmental Authority as applied to employees of any Seller or Parent, (c) interference with and/or breach of contract with employees of any Seller or Parent, (d) retaliatory or wrongful discharge of any employee of any Seller or Parent, (e) intentional or negligent infliction of emotional distress or mental anguish upon employees of any Seller or Parent, (f) outrageous conduct with respect to employees of any Seller or Parent, (g) interference with business relationships, contractual relationships or employment relationships involving employees of any Seller or Parent and any third party, (h) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortuous conduct of any kind with respect to employees of any Seller or Parent, (i) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 0000 xxx/xx 00 X.X.X. §0000 with respect to employees of any Seller or Parent, (j) 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 any Seller, (k) 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 any Seller or Parent, (l) discriminatory or wrongful acts against employees of any Seller, (m) violations of ERISA, FMLA or the Fair Labor Standards Act with respect to employees of any Seller, (n) violations of the workers’ compensation laws of any state or other jurisdiction by any Seller or Parent, or (o) violations of any other federal, state, county or municipal law or regulation with respect to employees of any Seller or Parent. For the avoidance of doubt, the term Seller Employer Liabilities does not include any claim by any natural person that relates to such person’s employment by the Purchaser or any actions of the Purchaser or Premier with respect to such employment relationship.
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Seller Employer Liabilities means any Claims related to (i) employees retained by Seller after Closing, including ERISA Liability or WARN Obligations related to such employees or (ii) severance expenses with respect to any New Employee to the extent arising from any commitments or obligations made by Seller.
Sample 1
Seller Employer Liabilities means any claims, liabilities, costs, expenses or compensation that exist, that arise by reason of, or that are in any way connected with or based on (i) an employee’s employment relationship with the Seller, ELRH, ELRH II and/or the termination of such relationship, (ii) an independent contractor’s relationship with the Seller, ELRH, ELRH II and/or the termination of such relationship, (iii) any Legal Requirement relating to the employment practices of the Seller, ELRH or ELRH II, Seller’s, ELRH’s or ELRH II’s employment relationship with any employee, or to the relationship between the Seller, ELRH, ELRH II and any independent contractor, (iv) breach by the Seller, ELRH or ELRH II of any contract it may have with any employee of the Seller, ELRH, ELRH II or with any contractor of the Seller, ELRH or ELRH II, (v) retaliatory or wrongful discharge by the Seller, ELRH, ELRH II of any employee or contractor of the Seller, ELRH or ELRH II, (vi) the Seller’s, ELRH’s or ELRH II’s intentional or negligent infliction of emotional distress or mental anguish upon employees or contractors of the Seller, ELRH or ELRH II, (vii) the Seller’s, ELRH’s or ELRH II’s interference with business relationships, contractual relationships or employment relationships involving employees or contractors of the Seller, ELRH, or ELRH II 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 by the Seller, ELRH or ELRH II with respect to employees or contractors of the Seller, ELRH or ELRH II, (ix) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 0000 xxx/xx 00 X.X.X. §0000 by the Seller, ELRH or ELRH II with respect to any employees or contractors of the Seller, ELRH or ELRH II, (x) violations by the Seller, ELRH or ELRH II 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 or contractors of the Seller, ELRH or ELRH II, (xi) violations by the Seller, ELRH or ELRH II 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 or contractors of the Seller, ELRH or ELRH II, (xii) violations by the Seller, ELRH or ELRH II of ERISA, the Family and Medical Leave Act or the Fair Labo...
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Examples of Seller Employer Liabilities in a sentence

  • The Sellers shall remain liable for all Seller Employer Liabilities, regardless of when or how any such liability arose, and regardless of whether any such liability may result in or has resulted in a claim upon the Assets.

  • For the avoidance of doubt, the term Seller Employer Liabilities does not include any claim by any natural person that relates to such person’s employment by the Purchaser or any actions of the Purchaser or Premier with respect to such employment relationship.

  • With respect to any Applicable Employees that Buyer hires as employees or independent contractors and who accept such employment or engagement, Seller shall be responsible for and pay, and Buyer shall have no Obligation with respect to all Obligations or Claims or Seller Employer Liabilities relating to such Applicable Employees to the extent first arising prior to the Closing Date.


More Definitions of Seller Employer Liabilities

Seller Employer Liabilities means any claims, liabilities, costs, expenses or compensation that exist, that arise by reason of, or that are in any way connected with or based on (i) an employee’s employment relationship with Seller 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 Seller in Seller’s acts or omissions with respect to employees of Seller, (iii) Seller’s interference with and/or breach of contract with employees of Seller, (iv) Seller’s retaliatory or wrongful discharge of any employee of Seller, (v) Seller’s intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller, (vi) Seller’s outrageous conduct with respect to employees of Seller, (vii) Seller’s interference with business relationships, contractual relationships or employment relationships involving employees of Seller and any third party, (viii) Seller’s breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortuous conduct of any kind with respect to employees of Seller, (ix) Seller’s discriminatory or wrongful acts against employees of Seller, (x) Seller’s violations of the workers’ compensation laws of any state or other jurisdiction, or (xi) Seller’s violations of any federal, state, county or municipal law or regulation with respect to employment or compensation of Seller’s employees.
Sample 1
Seller Employer Liabilities means any Obligations or other Claims, liabilities, costs, expenses, or compensation that exist, that arise by reason of, or that are in any way connected with or based on: (i) an employee’s employment relationship with Seller and/or the termination of such relationship, including any Contract of employment with any employee of Seller; (ii) violations of any Law as applied to employees of Seller, including Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991 and/or 42 U.S.C. §1981, the Age Discrimination in Employment Act of 1967, the Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers’ Benefit Protection Act, any federal, state or local handicap or disability discrimination Laws, including the Rehabilitation Act of 1973 and the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, in each case as amended from time to time, and in each case to include any required notices to any Governmental Authorities as may be required under such Laws; (iii) interference with and/or breach of contract with employees of Seller; (iv) retaliatory or wrongful discharge of any employee of Seller; (v) intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller; (vi) interference with business relationships, contractual relationships or employment relationships involving employees of Seller and any third party; (vii) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortuous conduct of any kind with respect to or involving employees of Seller; (viii) discriminatory or wrongful acts against employees of Seller; (ix) violations of the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, or the Fair Labor Standards Act, in each case as amended, with respect to employees of Seller or any Obligations arising under any deferred compensation, incentive compensation, equity compensation plans, “welfare” plans, funds or programs (within the meaning of ERISA), “pension” plans, funds or programs (within the meaning of ERISA), other employee benefit plans, funds, programs, agreements or arrangements, in any case, that are sponsored, maintained or contributed to or required to be contributed to by Seller or with respect to which Seller could have any Obligation for the benefit of any employee or former employee, contractor or former contractor, director, shareholder, or any dependent of...
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Related to Seller Employer Liabilities

  • 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;

  • 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;

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

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

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

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • 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.

  • 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.

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

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

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

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

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

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

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

  • Covered Liabilities as defined in Subsection 11.23.

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

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

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.