Retention Letters shall have the meaning set forth in Section 6.8(d).
Retention Letters has the meaning given such term in Section 5.9(b)(ii) of this Agreement.
Retention Letters under item 54 of Section 3.13(b) of the Seller’s Disclosure Schedule; provided, however, that the Transferring BSI Associated Persons shall be treated as Current Employees under the Purchase Agreement solely for purposes of their continued participation in the Company Benefit Plans that constitute New Plans. (k) Prior to the Closing, Seller has caused the Benefit Plans listed on Schedule 3 attached hereto and all liabilities and obligations thereunder to be transferred from the Company to Seller or an Affiliate of Seller (other than the Company and its Subsidiaries), and such Benefit Plans shall be treated as Seller Benefit Plans for purposes of the Purchase Agreement (including the indemnification under Section 8.1(b)(v)(x) of the Purchase Agreement), and Purchaser, including the
Examples of Retention Letters in a sentence
This Forbearance Agreement is, and the Retention Letters are, legal, valid and binding obligations of the Credit Parties which are parties thereto, enforceable against each such party in accordance with their respective terms except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.
Parent agrees, on behalf of itself and each member of the Parent Group, that the Parent Group shall comply with all of their obligations as set forth in the Retention Letters.
Xxxxxx Date: Accepted and Agreed: By: Name: Date: Retention Letter Details The Retention Letters by and between Xxxxxx and Xxxxxx X.
Prior to the Effective Date, and except as otherwise expressly set forth on Schedule 4.6, SELLER shall have executed and delivered retention letters in substantially the form attached hereto as Appendix H ("Retention Letters") to each of the individuals listed on Schedule 4.6, pursuant to which SUB agrees to pay cash bonuses to such individuals in an aggregate amount not to exceed $68,000.
For the avoidance of doubt, the obligation to pay the entire portion of the Employee Retention Bonuses in accordance with the Retention Letters shall be an Assumed Liability.
More Definitions of Retention Letters
Retention Letters means the (a) Retention Letter by the Company in favor of Xxxx Xxxxx, dated October 17, 2007, (b) Retention Letter by the Company in favor of Xxxxx Xxxxx, dated October 17, 2007, (c) Retention Letter by the Company in favor of Xxx Xx, dated October 17, 2007, (d) Retention Letter by the Company in favor of Xxxxx Xxxxxx, dated October 17, 2007, (e) Retention Letter by the Company in favor of Xxxx Xxxxxx, dated October 17, 2007 and (f) Retention Letter by the Company in favor of Xxxxxx Xxxxxx, dated October 17, 2007.
Retention Letters means those certain letter agreements by and between the Company and each of Xxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxxxxx and Xxxxxxxx Mukundu Xxxxxxxxxxx, in each case, dated April 19, 2007.
Retention Letters mean the letters in the agreed form from the Vendors’ Representatives to the Vendors’ Solicitors and the Purchaser’s Solicitors in relation to the operation of the Adjustment Retention Account and the Retention Account;
Retention Letters has the meaning set forth in Section 3.1(c).
Retention Letters means those certain letter agreements entered into with the Business Employees listed on Section 6.15 of the Seller Disclosure Schedule, which provide for, among other things: (i) the payment of a retention bonus payable 50% upon the Closing (the “First Retention Payment”) and 50% upon the one year anniversary of the Closing or earlier in the event of certain involuntary terminations (the “Second Retention Payment”), (ii) a pro-rated 2012 Parent bonus payable within one month of the Closing (the “Pro-Rata Bonus Payment”) and (iii) the payment of certain severance amounts in the event the applicable Business Employee’s employment is terminated without cause within one year following the Closing and Parent is not able to secure comparable employment for such Business Employee with a member of the Parent Group (the “Retention Letter Severance Payments”).
Retention Letters has the meaning given in clause 16.4; Reverse Carve Out has the meaning given in Schedule 13; Reverse Carve Out Assets has the meaning given in the Master Carve Out and Asset Exchange Agreement; Reverse Carve Out Business has the meaning given in Schedule 13; Reverse Carve Out Purchase Price means the consideration paid by Linde Gas North America LLC for the Reverse Carve Out Assets which it purchases from Linde LLC in accordance with the Master Carve Out and Asset Exchange Agreement; Reverse Carve Out Purchase Price Allocation Schedule has the meaning given in clause 12.10(c); Sanctions mean economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by any Sanctions Authority, including but not limited to pursuant to the Annex to the United States Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act or OFAC regulations, including, but not limited to, the Sectoral Sanctions Identification List; Sanctions Authority means any Governmental Entity that administers, enacts or enforces any Sanctions in (i) the European Union or any EU member state (including the competent authorities in each EU member state that administer or enforce such laws, regulations, embargoes or restricted measures), (ii) the United States of America (including the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of State and the US Department of Commerce) (iii) the UK and (iv) the United Nations; Sanctions List means any of the lists of specifically designated nationals or designated or sanctioned individuals or entities or persons (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, in particular but not limited to the Specially Designated Nationals and Blocked Persons List (SDN list) issued by the Office of Foreign Assets Control (OFAC) as amended from time to time; Sanctioned Person means any person or vessel (i) designated on any Sanctions List, (ii) that is, or is part of, a Governmental Entity of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located within or operating from a Sanctioned Territory, or (v) otherwise targeted under any Sanctions; Sanctioned Territory means any country or other territory subject to a general export, import, ...
Retention Letters means the letters to the Amnis Current Employees and the Non-Amnis Current Employees identified on Schedule 3.