Computation of Assumed Employee Amounts and Contribution Obligations Sample Clauses

Computation of Assumed Employee Amounts and Contribution Obligations. (a) On or before the Closing Date, Seller shall deliver to Buyer a schedule reflecting an estimate of (i) the amount of bonuses payable (or that would be payable (a) shall be referred to herein as the “Assumed Employee Amounts”). The Assumed Employee Amounts as of the Closing Date shall be determined by Seller and accrued on Seller’s balance sheet as of the Closing Date as a Current Liability and taken into account in the computation of Estimated Working Capital. The Seller shall pay on or before the Closing to all Transferred Employees all change of control bonuses for which Seller is contractually obligated to make to such Transferred Employees (whether by written or oral agreement). (b) On or before the Closing Date, Seller shall deliver to Buyer a schedule reflecting an estimate of the maximum amounts, consistent with current practice, for which Seller is obligated to contribute or would contribute, as of the Closing Date, to Seller’s 401(k) Plan as matching contributions and profit-sharing contributions and payments Seller would make pursuant to its profit sharing plans for the fiscal year 2007 (for a partial year if such partial year ended on the Closing Date) (collectively, the “Contribution Obligations”). On the Closing Date, Seller shall contribute such estimated amounts to the accounts of applicable Transferred Employees under the Seller’s 401(k) plan and, with respect to Seller’s profit sharing plans, pay such estimated amounts to the applicable Transferred Employees. The actual Contribution Obligations as of the Closing Date shall be determined by the application to the fullest extent possible of procedures contemplated by Sections 3.4.1 through 3.4.5; provided, however, that dates of delivery of applicable information may be reasonably delayed by Buyer until such actual Contribution Obligations as of the Closing Date may be determined. To the extent the estimate is less than the actual amount finally determined applying the procedures contemplated by Sections 3.4.1 through 3.4.5 hereof, the Seller shall make such added contribution to accounts of the Transferred Employees within three business days of final determination hereunder.
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Related to Computation of Assumed Employee Amounts and Contribution Obligations

  • TAX LIMITATION OBLIGATIONS In order to receive and maintain the limitation authorized by Section 2.4, Applicant shall: A. provide payments to District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV; B. provide payments to the District that protect the District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V; C. provide such Supplemental Payments as more fully specified in Article VI; D. create and Maintain Viable Presence on or with the Qualified Property and perform additional obligations as more fully specified in Article VIII of this Agreement; and E. no additional conditions are identified in the certificate for a limitation on appraised value by the Comptroller for this project.

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  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

  • Accrued Liabilities On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.

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  • Definition of Accrued Obligations For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and (ii) the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

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