definiens: means each employee of Seller and the Selling Affiliates ( i ) who on the ApplicableClosing Date spends at least 50 % of his or her work time in the operation of the Business, ( ii ) whose employment will transferto Buyer or one of its Affiliates on the Applicable Closing Date by operation of applicable Law or ( iii ) who is an individualset forth on Section 1.01(b ) of the Disclosure Letter, including in all cases, each such employee who as of the ApplicableClosing Date is on leave of absence ( including medical leave, military leave, workers compensation leave and short - term orlong - term disability ) or vacation ; provided that such employee returns to work within 180 days after the Applicable ClosingDate or is otherwise entitled to reinstatement under any applicable Law upon presenting themselves for duty to the Business;provided, further, that any individual set forth on Section 1.01(c ) of the Disclosure Letter shall not be an . For the avoidance of doubt, the Closing Date applicable to each such employee shall be the Closing Dateapplicable to the Country Unit in which such employee is primarily employed