Deal Related Severance definition

Deal Related Severance means the Termination Amounts required to be paid under applicable Law or Benefit Plan to any Business Employee (i) by reason of the termination of his or her employment with Seller or any of its Affiliates (including termination of a Business Employee’s employment by Seller or any of its Affiliates following rejection by such Business Employee of an offer of employment from the Purchaser) in connection with the transactions contemplated by this Agreement, including the Restructuring (for the avoidance of doubt, any monetary settlements paid to any Business Employee based in China or India in connection with the transfer of his or her employment to the Purchaser and its Affiliates shall (x) to the extent such monetary payments are required by applicable Law, be included in this clause (i) and (y) to the extent such monetary payments are not required by applicable Law (or in excess of such required amount), be included in this clause (i) so long as both (A) Seller has consulted with Purchaser in advance of agreeing to make such payments and (B) such payments are not, together with all Deal Related Severance required to be paid under applicable Law to Business Employees in China and India, individually or in the aggregate with respect to China or India, respectively, in excess of the corresponding amount set forth with respect to such country on Schedule 1.1(h) of the Seller Disclosure Letter) or (ii) by reason of operation of, or under, applicable Law in connection with the consummation of the transactions contemplated by this Agreement, including the Restructuring, and, in each case, any Taxes imposed on the employer as a result thereof. For the avoidance of doubt, “Deal Related Severance” shall not include any Change of Control Bonuses or Retention Bonuses.
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Deal Related Severance means all severance and related termination payments that are required to be paid in connection with the termination of employment under applicable Law to any Business Employee located outside the United States and Mexico other than an Automatic Transferred Employee (i) by reason of the cessation of his or her employment with Seller or any of its Affiliates in connection with the Purchase Transaction or (ii) by operation of, or under, applicable federal, country, state or local Law in connection with the consummation of the Purchase Transaction.
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Deal Related Severance means any severance, termination amounts and other amounts that are payable to any of the Additional Business Employees listed on Schedule 5.5(f) of the Seller Disclosure Letter (and the employer portion of any withholding, payroll or other Taxes in connection therewith) whose employment terminates (i) in connection with the transactions contemplated by this Agreement, (ii) who does not accept an offer of employment from Purchaser or its Affiliates made in accordance with Section 5.5(b) or (iii) by operation of or under applicable Law in connection with the consummation of the transactions contemplated by this Agreement.
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Examples of Deal Related Severance in a sentence

  • In the event that it is determined that Purchaser or its Affiliates have paid for Deal Related Severance or Termination Amounts in excess of the amount for which Purchaser is responsible under this Section 5.5(e)(ii), Seller shall, promptly after such determination, reimburse and pay over, and shall indemnify and hold harmless Purchaser and its Affiliates, for the amount of such excess.

  • Thereafter, Purchaser, on the one hand, and Seller, on the other hand, shall each be responsible for fifty percent (50%) of the Deal Related Severance in excess of the Severance Cap.

  • The Parties shall cooperate in good faith to minimize the Deal Related Severance and Labor Related Payments.

  • The Parties shall cooperate in good faith to minimize the Deal Related Severance.

  • Purchaser shall be responsible for, and shall indemnify and hold harmless Seller for fifty percent (50%) of all Deal Related Severance.


More Definitions of Deal Related Severance

Deal Related Severance means the Termination Amounts required to be paid under applicable Law or under any Seller Benefit Plan to any Business Employee (i) by reason of the cessation of his or her employment with Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement, including the Restructuring, (ii) by reason of operation of, or under, applicable Law in connection with the consummation of the transactions contemplated by this Agreement, including the Restructuring or (iii) by reason of the transactions contemplated by this Agreement (including the Restructuring), in each of the foregoing cases, together with the employer portion of any employment Taxes or social or national insurance contributions or similar obligations payable in connection with the foregoing, other, in each case, than any Termination Amounts resulting from Buyer’s, any Other Buyer’s or any Employing Entity’s failure to comply with Section 6.6 of this Agreement.
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Deal Related Severance means the Termination Amounts payable to Business Employees whose employment with Seller or any of its Affiliates terminates (i) in connection with the transactions contemplated by this Agreement and who do not accept offers of employment or continued employment, as applicable, from Purchaser or its Affiliates that are not Qualifying Offers or (ii) in connection with the transactions contemplated by this Agreement and who do not accept Qualifying Offers, notwithstanding each of Purchaser and Seller complying with their respective obligations set forth in ‎(c)Section 5.5 of this Agreement, subject to the provisions set forth in the definition of “Retained Severance” below.
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Deal Related Severance means (A) the Termination Amounts required to be paid under applicable Law or under any Seller Benefit Plan to any Business Employee (i) by reason of the cessation of his or her employment with Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement, including the Operational Separation Activities or (ii) by reason of operation of, or under, applicable Law in connection with the consummation of the transactions contemplated by this Agreement, including the Operational Separation Activities and (B) monetary settlements, including statutory and non-statutory severance, retention, sign-on or other similar payments, paid to any Business Employee in connection with the transfer of his or her employment in connection with the transactions contemplated by this Agreement (including the Operational Separation Activities) even if not required by applicable Law (or in excess of such required amount), in each of the foregoing cases, together with any Taxes or social or national insurance contributions or similar obligations imposed on the employer as a result thereof.
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Related to Deal Related Severance

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • CIC Severance Plan means the Company’s Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.

  • Non-Exempt Severance Arrangement means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Change in Control Benefits means the following benefits:

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • income-related employment and support allowance means an income-related allowance under Part 1 of the Welfare Reform Act 2007;

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Severance means the complete separation and dismemberment of the part from the body.

  • Student with a disability is defined as an individual who: The limited Pre-ETS that may be provided, based on identified need and the availability of services, include: Authorizations for Pre-ETS. DORS only pays for Pre-ETS services that have been previously authorized by a DORS official in writing.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Severance Agreement means the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

  • Compensation Accrued at Termination means the following:

  • Severance Pay means any amount that is payable in cash and is identified by a Participating Company as severance pay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee) is required to report for work for a Participating Company.

  • Executive Severance Plan means the Company’s Senior Executive Employee Severance Pay Plan, as in effect from time to time.

  • Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.