Seller Retained Employee Liabilities definition

Seller Retained Employee Liabilities means all liabilities related to claims brought by employees of the Division who Buyer does not hire as employees following the Closing, provided that (i) Buyer will remain liable for any claims brought by employees who Buyer does not hire as employees following the Closing that relate to the failure by Buyer to retain or hire such employees and, in each case, the failure to retain such employees is alleged to violate applicable Legal Requirements, and (ii) Buyer shall be liable for the Transition Expenses as set forth in Section 5(1) below, provided further that Buyer will not be responsible for any claims made by former Seller employees to the extent liability thereunder results from any claims that their termination in connection with the Transaction violated a prior agreement by, or undertaking of, Seller.
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Seller Retained Employee Liabilities means (i) all liabilities and obligations described as being assumed or retained by Seller or its Affiliates in Section 4.5, (ii) all liabilities and obligations incurred at any time arising under or with respect to any Seller Benefit Plan or, other than the Company Plans listed on Section 2.16(a)(i) of the Seller Disclosure Letter, any other benefit or compensation plan, program, policy, or arrangement of any kind that is or was sponsored, maintained, contributed to or required to be contributed to by Seller or any of its Affiliates or under or with respect to which Seller or any of its Affiliates has (or has had) any liability or obligation (except for any such liabilities expressly described as being assumed by Buyer in Section 4.5) and (iii) all employment and employee liabilities for the Retained Business.
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Examples of Seller Retained Employee Liabilities in a sentence

  • Seller shall indemnify and hold Purchaser harmless from, all claims, demands, costs or other Liabilities, including reasonable attorneys’ fees: (x) related to the Employees who do not become Continuing Employees, (y) to the extent such Liability arises from any action, event or course of conduct that occurs prior to the Closing Date, or (z) to the extent such Liability arises under or relates to any Seller Employee Plan or the Seller Retained Employee Liabilities.

Related to Seller Retained Employee 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;

  • 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.

  • 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 has the meaning set forth in Section 14.1.

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

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

  • Hired Employees shall have the meaning set forth in Section 7.5(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.

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

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

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

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

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

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

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

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

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

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

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

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

  • Hired Employee has the meaning set forth in Section 6.1.6.

  • 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;

  • 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.

  • 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.