definiens: shall mean ( i ) each employee of Seller who is engaged wholly or predominantly in the provision ofservices to the Business, ( ii ) each other employee of Seller or any of its Subsidiaries whose transfer to Purchaser and its Aﬃliates isrequired in connection with the transactions contemplated hereby under applicable local Laws, ( iii ) any employee who would beentitled to transfer to Purchaser in connection with the transactions contemplated hereby under applicable local Laws but whorefuses to do so and ( iv ) each other employee of Seller or any of its Subsidiaries who Seller and Purchaser have, prior to the ClosingDate, mutually agreed will transfer to Purchaser and its Aﬃliates ; in the case of each of clauses ( i ), ( ii ) and ( iii ), each of whom islisted in Section 1.1(a ) of the Disclosure Schedules