Assumed Severance Obligations definition

Assumed Severance Obligations means those duties, responsibilities, obligations and liabilities of Seller or of its Affiliates under the severance and similar plans described in Schedule 1.1(a) to pay severance and provide benefits to any Branch Employee or Transferred Employee.
Sample 1Sample 2Sample 3
Assumed Severance Obligations means Seller's obligations under its severance plans described on Schedule 1.1(a) attached hereto relating to the transactions contemplated hereby, including without limitation, its obligations to pay severance and provide benefits to any Transferred Employee or any Branch Employee who is not a Transferred Employee, upon or following any termination or deemed termination by Seller or Purchaser of any such employee, on or before the first anniversary of the date of the consummation of the transactions contemplated in the Parent Merger Agreement.
Sample 1Sample 2Sample 3
Assumed Severance Obligations shall have the meaning specified in Section 9.6(b).
Sample 1Sample 2Sample 3

Examples of Assumed Severance Obligations in a sentence

  • For a period of one (1) year following the Closing Date, Purchaser agrees to pay to any involuntary terminated Transferred Employee cash severance equal to the cash severance to which the Branch Employee and Branch Related Employee would have been entitled under Seller's Severance Pay and Benefits Plan (a copy of which is provided at Schedule 1.1) and equivalent non-cash benefits (the "Assumed Severance Obligations").

  • The Purchase Price shall be reduced by an ----------------------------- amount equal to fifty percent (50%) of the Assumed Severance Obligations.

  • Each Bank Party shall be allocated responsibility for the individual Bank Employees, including without limitation the Assumed Severance Obligations and continued coverage insurance plans related to the individual Bank Employees allocated to it, in accordance with Schedule 4.1.

  • Each Bank Party shall be allocated ---------------------------- responsibility in accordance with Schedule 4.3 for its portion of the ------------ Assumed Severance Obligations with respect to the Corporate Center Employees.

  • Xxxxxxx, Xxxxx agrees to timely pay and discharge the Assumed Severance Obligations and the PBS Parties agree to timely pay and discharge all PBS Party Obligations.


More Definitions of Assumed Severance Obligations

Assumed Severance Obligations means Target's obligations described on Schedule 1.1(a) attached hereto.
Sample 1
Assumed Severance Obligations shall have the meaning specified in Section 8.6(e) hereof.
Sample 1
Assumed Severance Obligations has the meaning set forth in Section 2.6(a)(iii).
Sample 1
Assumed Severance Obligations means Seller's obligations under its severance plan described on Schedule 1. I (a) attached hereto relating to the transactions contemplated hereby, including without limitation its obligations to pay severance and provide benefits to any Transferred Employee upon or following any termination or deemed termination by Purchaser of any such employee, on or before the first anniversary of the Closing Date.
Sample 1
Assumed Severance Obligations means, calculated as of the Closing Date, the ----------------------------- amount owing to employees of Xxxxxx in the nature of severance, redundancy or other payments assuming such employees were terminated by Xxxxxx on the Closing Date.
Sample 1
Assumed Severance Obligations means the Severance Obligations, up to a maximum amount, per Employee, equal to the lesser of one week's pay for each year in the 5 18 employ of any Seller or any predecessor in interest of any Seller or twenty six (26) weeks pay based upon the Employee's base salary in effect on the date of termination of such Employee's employment with Sellers or Buyer, as the case may be (or with respect to Employees covered by effective employment agreements which have been assumed by Buyer, up to the amounts provided for in the case of termination under the relevant provisions of such agreements). For purposes of clarity, it is understood that the term "Assumed Severance Obligations" does not include, and specifically excludes, (i) Retention Bonuses, to whomever payable and (ii) Severance Obligations payable to any of the Controlling Shareholders.
Sample 1

Related to Assumed Severance Obligations

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Employee Obligations means all wages, bonuses, vacation pay, sick time, pension payments, overtime pay, change of control payments, severance pay and any other termination or severance obligations and any other compensation or obligation which may be due by statute, contract or Law relating to the employment of the Employees.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Company Obligations means all Obligations of the Company.

  • U.S. Obligations means securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, and (ii) not subject to prepayment, call or early redemption.

  • Guaranty Obligation has the meaning specified in the definition of "Contingent Obligation."

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Specified Obligations means Obligations consisting of the principal of and interest on Loans, reimbursement obligations in respect of Swing Line Loans and L/C Obligations (including interest accrued thereon), and fees.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Borrower.

  • Current Pay Obligation means a Collateral Debt Obligation that would otherwise be a Defaulted Obligation, but as to which:

  • Term Obligations shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Term Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

  • Net Obligation means the amount owed to PJMSettlement and PJM for purchases from the PJM Markets, Transmission Service, (under Tariff, Parts II and III , and other services pursuant to the Agreements, after applying a deduction for amounts owed to a Participant by PJMSettlement as it pertains to monthly market activity and services. Should other markets be formed such that Participants may incur future Obligations in those markets, then the aggregate amount of those Obligations will also be added to the Net Obligation.

  • Service obligation means the contractual obligation undertaken by an individual under section 2705 or section 2707 to provide health care services for a determinable time period at a site designated by the department.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Note Obligations means the Notes, the Guarantees and all other obligations of any obligor under this Indenture, the Notes, the Guarantees and the Security Documents.

  • Compliance Obligations means obligations of the AMC to comply with: (a) laws or international guidance and internal policies or procedures, (b) any demand or request from authorities or reporting, disclosure or other obligations under laws, and (c) laws requiring us to verify the identity of our customers.

  • Junior Obligations means the Junior Obligations of the Guarantor and the Junior Obligations of the Issuer;

  • Junior Obligation means the Shares, and any other class of the Issuer’s share capital and any instrument or other obligation (including without limitation any preference shares) issued or guaranteed by the Issuer that ranks or is expressed to rank junior to the Capital Securities by operation of law or contract.