Closing Transferred Employee Liability Clause Samples

The Closing Transferred Employee Liability clause defines which party is responsible for employee-related obligations that arise at or after the closing of a business transaction. Typically, this clause specifies that the buyer assumes liabilities such as accrued vacation, severance, or benefits for employees who transfer as part of the deal, while the seller remains responsible for obligations incurred before closing. Its core function is to clearly allocate responsibility for employee liabilities, preventing disputes and ensuring a smooth transition of workforce obligations between the parties.
Closing Transferred Employee Liability. At Closing, the Purchaser shall assume and pay or perform when due the Liabilities related to (a) the leave travel assistance, medical reimbursement and accrued bonus, solely as they relate to the Transferred Employees, in the amount for each such Liability included in the certificate of statutory auditor or the actuarial valuation report, as applicable, to be delivered to the Purchaser pursuant to Clause 7.2.1 and (b) to the extent any Transferred Employee does not accept encashment for accrued and unused vacation entitlement and any personal and sick days accrued by such Transferred Employee as of the Closing Date, accrued and unused vacation entitlement and any personal and sick days accrued by such Transferred Employee as of the Closing Date (collectively, (a) and (b), the “Transferred Employment Liabilities”). The Seller hereby agrees and acknowledges that the Purchaser shall have the right to deduct and offset at the Closing the amount of the Transferred Employment Liabilities from the Cash Consideration.
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Closing Transferred Employee Liability. At Closing, Purchaser shall assume and pay or perform when due the Liabilities related to: (a) the aggregate amount of the monthly compensation accrued and not yet paid to each Transferred Employee by Seller for the period prior to the Closing Date (including, if applicable, basic salary, education allowance, transport allowance, reimbursement of driver’s salary, special allowance, housing rental allowance and medical allowance); (b) the aggregate amount of the leave travel assistance, medical reimbursement, accrued bonus and ex-gratia accrued and not yet paid to each Transferred Employee by Seller for the period prior to the Closing Date, which amount shall be included in the certificate of statutory auditor to be delivered to Purchaser pursuant to Section 4.2(a)(xiii); (c) the Amount of Accrued Leave Provision Entitlement included in the actuarial valuation report to be delivered pursuant to Section 4.2(a)(xiv); (d) to the extent Purchaser has any Liability for any carry-forward of personal and sick days accrued by each such Transferred Employee as of the Closing Date, the aggregate amount of carry-forward personal and sick days accrued by all Transferred Employees as of the Closing Date; and (e) if any Funds other than the Gratuity Fund are not fully funded as of the Closing with respect to the Business Employees in accordance with applicable Law and the terms of such Funds, the amount of any such underfunding of all or any such Funds (collectively, (a), (b), (c), (d) and (e), the “Transferred Employment Liabilities”). Seller hereby agrees and acknowledges that Purchaser shall have the right to deduct and offset at the Closing the amount of the Transferred Employment Liabilities from the Cash Consideration. The Parties hereby agree that the amount of the Transferred Employment Liabilities shall be deducted and offset from the Cash Consideration and shall not be considered as a current Liability for purposes of the Closing Net Working Capital calculation pursuant to Section 3.2.
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Related to Closing Transferred Employee Liability

  • Employee Liability In the event an employee becomes a defendant in a civil liability suit arising out of actions taken or not taken in the course of his/her employment for the state, he/she has the right to request representation and indemnification through his/her agency in accordance with RCW 4.92.060 and 070 and agency policy.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Excluded Employees Employees excluded from the bargaining unit who work for an Employer signatory to this Agreement may participate in any of the foregoing benefits under rules and regulations established by the Trustees. The trustees shall determine the contributions required for such benefits.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.