Deferred Liability definition

Deferred Liability have the respective meanings set forth in Section 2.1(b)(ii).
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Deferred Liability has the meaning set forth in Section 3.3(b)(ii).
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Deferred Liability has the meaning set forth in Section 2.04(a).
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Examples of Deferred Liability in a sentence

  • If Executive agrees to accept CRSI stock in full or partial payment of this Deferred Liability due him, the CRSI stock shall be valued at the average closing bid price for the thirty (30) trading days immediately prior to the payment date less a discount of 50%.

  • Executive has the right to accept cash, CRSI stock or CRSI stock options or any combinations thereof in payment of this Deferred Liability.

  • Within three Business Days after the Closing Working Capital has been finally determined in accordance with Section 2.04(d) and the Deferred Liability Adjustment has been finally determined in accordance with Section 2.05(d), (i) if the Closing Date Payment exceeds the Adjusted Purchase Price, Seller shall pay the excess to Buyer in cash, and (ii) if the Closing Date Payment is less than the Adjusted Purchase Price, Buyer shall pay to Seller such shortfall in cash.

  • The Deferred Liabilities do not, and will not as of the Closing, exceed the Deferred Liability Amount.

  • The obligations to use reasonable best efforts to separate any Shared Contract set forth in this Section 2.05 will terminate on the date that is twenty-four months following the Distribution Date; provided however that such termination shall not affect the obligations under Section 2.04(d), (e), (f) or (g) with respect to any Shared Contract that is a Deferred Asset or a Deferred Liability.

  • After the Closing Date, at Buyer’s request, Seller shall cause Seller’s employees to assist Buyer and its representatives in their preparation of the Deferred Liability Adjustment Statement and determination of the Deferred Liability Adjustment and shall provide to Buyer and its representatives any information reasonably requested and access at all reasonable times to the personnel, properties, books and records of Seller related to the Periodicals Microform Business for such purpose.

  • The “Estimated Deferred Liability Adjustment” shall mean an estimate of the Deferred Liability Adjustment calculated by Seller.

  • Not later than 45 days after the Closing Date, Buyer shall deliver to Seller a statement (as it may finally be adjusted pursuant to this Section 2.05, the “Deferred Liability Adjustment Statement”) setting forth the Deferred Liability Adjustment as of the Effective Time determined in accordance with Schedule 2.05.

  • No changes made by Buyer after the Closing with respect to the accounting books and records of the Acquired Businesses shall affect the calculation of the Closing Working Capital or the Deferred Liability Adjustment.

  • The following is a reconciliation of the cure payments and deferred liability as of and for the years ended December 31, 2008, 2007, 2006 and 2005: Year Ended December 31, Notification Date Cure Payment Recoup Amount Deferred Liability BalancePerformance Year Date Amount 14.

Related to Deferred Liability

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Covered Liabilities as defined in Subsection 11.21.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Reinsured Liabilities means the General Account Liabilities and the Separate Account Liabilities.

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Nonqualified deferred compensation plan means a compensation plan described in Section 3121(v)(2)(C) of the Internal Revenue Code.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Deferred Compensation Account means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant shall include any In-Service or Education Account of the Participant, if applicable.

  • Deferred Compensation Award means an award of Stock Units granted to a Participant pursuant to Section 11 of the Plan.

  • Erroneously Awarded Compensation means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Nonqualified Deferred Compensation Rules means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

  • Parent Benefit Plan means any Employee Benefit Plan maintained by, sponsored by or contributed to by, or obligated to be contributed to by any Parent Group Entity.

  • Company Matching Contributions means any contributions made to the Company Matching Account of a Participant by a Participating Employer as provided for in Section 4.02.

  • Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participant's interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Deferred Compensation Plan means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Secured Liabilities means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country;

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Stock Unit Account means the bookkeeping account established by the Company pursuant to Section 6.4.

  • Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).