Release Obligation definition

Release Obligation means that: (a) you have signed a general release and waiver of claims in favor of the Company and its affiliates, as part of a termination agreement acceptable to the Company that contains standard provisions including a non-disparagement provision and restrictive covenants to the maximum enforceable extent including without limitation a noncompetition covenant during the period you are eligible to receive Severance Payments, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Release Obligation means that: (a) you have signed a general release and waiver of claims in favor of the Company and its affiliates, as part of a termination agreement reasonably acceptable to you and to the Company, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Release Obligation means that: (a) you have signed a general release and waiver of claims in favor of the Company and its affiliates, as part of a termination agreement acceptable to the Company that contains standard provisions including (i) a mutual non-disparagement provision, (ii) a provision providing that, notwithstanding anything to the contrary in any agreement between you and the Company, each party will be responsible for its own expenses incurred in connection with the enforcement of such agreement, and (iii) customary exclusions from your release of claims including (A) any claims with respect to amounts due and owing to you pursuant to the terms and conditions of this Agreement or under any other employee benefit plan of the Company or its affiliates; (B) any claims or rights you may have to indemnification or advancement of expenses under the by-laws or other applicable corporate governing documents of the Company or any other plan, policy, agreement, or arrangement, or under applicable law; (C) any rights, coverage or entitlements provided to you under any D&O insurance policies paid for by the Company (or its affiliates); and (D) any rights or claims you may have against the Company or its affiliates which arise after the date of the termination agreement, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Examples of Release Obligation in a sentence

  • Upon the termination of your employment by the Company without Cause, or by you with Good Reason, within twelve (12) months after the closing of a Change in Control, provided that you meet the Release Obligation and you provide continued services through your termination date, then your Options and RSUs shall vest in full (“Accelerated Vesting”), effective as of the termination date of your employment.

  • In addition, subject to your fulfillment of the Release Obligation, as defined below, you will be eligible for the following severance benefits: Wxxxxxx X.

  • In addition, subject to your fulfillment of the Release Obligation, as defined below, you will be eligible to receive cash severance equal to twelve (12) months of Base Salary following the termination date, subject to payroll withholding and deduction (“Severance Payments”), and paid according to the Company’s regular payroll procedures.

  • Accelerated Vesting shall take effect as of the earliest date the Executive fulfills the Release Obligation, but shall be deemed effective as of the Executive’s employment termination date.

  • The undersigned understands and agrees that this Letter of Transmittal will act as a waiver and release of all future claims that may arise from the Release Obligation, whether such claims are currently known, unknown, foreseen, unforeseen, suspected or unsuspected, and agree that this release is intended to and shall constitute a full, complete, absolute and general release of all such claims.

  • The Company and the Participating Securityholders by signing a Letter of Transmittal or Joinder agree and acknowledge that the Release Obligation is an integral part of this Agreement and the consideration provided for in this Agreement is sufficient and adequate to compensate the Participating Securityholders for agreeing to the Release Obligation.

  • In the event the Executive’s termination is for Disability, the Executive must satisfy the Release Obligation in order to receive the Bonus Amount.


More Definitions of Release Obligation

Release Obligation means that the Executive has signed a general release and waiver of claims in favor of the Employer and its affiliates that is substantially in the form of Exhibit B hereto (the “Separation Agreement”) and allowed the release and waiver to become fully effective without revocation within sixty (60) days following the Separation Date.
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Release Obligation means that (a) you have signed a general release and waiver of claims in favor of the Company and its affiliates, as part of a termination agreement acceptable to the Company that contains standard provisions including a nondisparagement provision and restrictive covenants to the maximum enforceable extent including without limitation a noncompetition covenant during the period you are eligible to receive Severance Payments, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Release Obligation means that (a) the Executive (or after termination because of a Disability, the Executive’s representative) has signed a termination agreement that will be presented to Executive before the termination date, and which includes a general release and waiver of claims in favor of the Employer and its affiliates that is substantially in the form of Exhibit B hereto, and other standard provisions such as a mutual nondisparagement provision, and (b) the Executive has allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Release Obligation means that: (a) the Executive has signed a termination agreement that will be presented to the Executive before the termination date, and which includes a general release and waiver of claims and certain nondisparagement provisions and restrictive covenants in favor of the Company and its affiliates based on the form attached as Exhibit B hereto, and (b) the Executive has allowed the release and waiver to become fully effective without revocation during any applicable revocation period, provided that in all cases, the release and waiver shall become effective no later than the 60th day following the termination date.
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Release Obligation shall have the meaning set forth in the Letter of Transmittal.
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Release Obligation means that (a) you have signed a general release and waiver of all claims in favor of the Company, its affiliates and any acquiring company (or its subsidiaries or parent), as part of a termination agreement acceptable to the Company that contains standard provisions including a nondisparagement provision and restrictive covenants to the maximum enforceable extent, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
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Related to Release Obligation

  • Capital Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

  • Financing Lease Obligation means, as applied to any Person, an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.

  • Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

  • Capital Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

  • Finance Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a finance lease that would at such time be required to be capitalized and reflected as a finance lease on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

  • Lease Obligations of a Person means for any period the rental commitments of such Person for such period under leases for real and/or personal property (net of rent from subleases thereof, but including taxes, insurance, maintenance and similar expenses which such Person, as the lessee, is obligated to pay under the terms of said leases, except to the extent that such taxes, insurance, maintenance and similar expenses are payable by sublessees), including rental commitments under Capital Leases.

  • Capitalized Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

  • Synthetic Lease Obligations means, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

  • Purchase Obligation means the unconditional and irrevocable obligation of the Liquidity Provider during the term and pursuant to the terms of the VRDP Shares Purchase Agreement to purchase Outstanding VRDP Shares on any Purchase Date at the Purchase Price from Beneficial Owners, in the case of any Optional Tender, and Holders, in the case of any Mandatory Tender or any Mandatory Purchase, in each case following delivery of a Final Notice of Purchase with respect to such VRDP Shares.

  • Finance Lease Obligations means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

  • Non-Financing Lease Obligation means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Financing Lease Obligation.

  • Capitalized Lease Obligations of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

  • Repurchase Obligation has the meaning set forth in Section 8.6.

  • Nonrecourse Obligation means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Company or any Restricted Subsidiary or (ii) the financing of a project involving the development or expansion of properties of the Company or any Restricted Subsidiary, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary or any assets of the Company or any Restricted Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Non-recourse Obligation means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by the Company or any direct or indirect Subsidiaries of the Company or (2) the financing of a project involving the development or expansion of properties of the Company or any direct or indirect Subsidiaries of the Company, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any direct or indirect Subsidiary of the Company or such Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Operating Lease Obligations means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations.

  • Recourse Obligations has the meaning set forth in Section 2.1.

  • Repurchase Obligations shall have the meaning specified in Section 7(b).

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

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Permitted Contingent Obligations means, without duplication: (a) Contingent Obligations arising in respect of the Debt under the Note Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (c) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 8.1 (including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations to the extent constituting (i) Refinancing Debt or (ii) extensions of the maturity thereof without any other change in terms); (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $250,000 in the aggregate at any time outstanding; (f) Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to the Purchaser mortgagee title insurance policies; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 8.6; (h) [Reserved]; (i) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by an Obligor or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; and (j) other Contingent Obligations not permitted by clauses (a) through (i) above, not to exceed $250,000 in the aggregate at any time outstanding.

  • Receivables Repurchase Obligation means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • 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.

  • 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.

  • 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.

  • Non-Recourse Indebtedness means Indebtedness the terms of which provide that the lender’s claim for repayment of such Indebtedness is limited solely to a claim against the property which secures such Indebtedness.