Separation Obligations definition

Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Edgewell and/or its subsidiaries in connection with the Spin Transaction.
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Separation Obligations means indemnification obligations of the Borrower and/or its Subsidiaries in favor of Emergent and/or its subsidiaries in connection with the Emergent Spinoff Transaction under the Emergent Spinoff Documents.
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Separation Obligations means indemnification obligations of the Company and/or its Subsidiaries in favor of Spinco and/or its subsidiaries in connection with the Spin-Off Transaction.
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Examples of Separation Obligations in a sentence

  • There has occurred no event since -------------------------- December 31, 1997 which has or which could reasonably be expected to have a Materially Adverse Effect other than the Separation Obligations.

  • The Company will issue IRS W-2 forms and 1099 forms as required by law and make all legally required deductions in connection with the Separation Obligations or other future payments due to Debney.

  • Debney acknowledges that no Separation Obligations will be paid to Debney until after this Agreement has been executed, and the revocation period referenced in Paragraph 16 below has expired.

  • There has occurred no event since ---------------------------- December 31, 1997 which has or which could reasonably be expected to have a Materially Adverse Effect other than the Separation Obligations.

  • Debney agrees that the Separation Obligations that are not available to employees who resign their positions, together with the Company’s other promises and obligations under this Agreement are sufficient for the release, obligations and covenants contained in this Agreement.


More Definitions of Separation Obligations

Separation Obligations means the obligations of the Parent to ---------------------- reimburse CBS Corporation for certain tax and other obligations relating to the separation of the Parent from American Radio Systems as set forth on Schedule 3 ---------- attached hereto.
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Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Edgewell and/or its subsidiaries in connection with the Spin Transaction. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website” means the NYFRB’s website, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”. “SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”. “Solvent” means, when used with respect to any Person, that at the time of determination: (i) the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities; (ii) it is then able and believes that it will be able to pay its debts as they mature; and (iii) it has capital sufficient to carry on its business as conducted and as proposed to be conducted. With respect to contingent liabilities (such as litigation and guarantees), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability. “Specified Indebtedness” means the Senior Notes, any Permitted Debt that is not secured on a pari passu basis with the Secured Obligations and any Refinancing Indebtedness in respect of any of the foregoing. “Specified Representations” means the representations and warranties set forth in Sections 6.01 (as it relates to the Loan Parties), 6.02, 6.03(c), 6.03(d) (solely to the extent relating to 50 #98412540v7
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Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Edgewell and/or its subsidiaries in connection with the Spin Transaction. “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day. “SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website” means the NYFRB’s website, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “Solvent” means, when used with respect to any Person, that at the time of determination:
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Separation Obligations means indemnification obligations of the Issuer and/or its Restricted Subsidiaries in favor of EPC and/or its subsidiaries in connection with the Separation as described under “Certain Relationships and Related Party Transactions” in the Offering Memorandum
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Separation Obligations means the obligations of the Borrower to ---------------------- reimburse CBS Corporation for certain tax and other obligations relating to the separation of the Borrower from American Radio Systems as set forth on Schedule -------- 3 attached hereto. -
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Related to Separation Obligations

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • 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.

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

  • Conversion Obligation shall have the meaning specified in Section 14.01(a).

  • Payment Obligations means any and all obligations of the Authority to pay or reimburse the Bank contained in or evidenced by any Authority Document, including, without limitation, obligations to reimburse the Bank for all Drawings under the Letter of Credit, all obligations to repay the Bank for any Unreimbursed Amount and any Bank Loan, including all interest accrued thereon, all amounts owing under the Bank Note, the fees relating to the Letter of Credit and all other obligations of the Authority to the Bank arising under, or in relation to, or evidenced by, this GR Reimbursement Agreement or the Bank Note.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

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

  • Interest Rate Protection Obligations means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

  • Privacy Obligations means all (a) Privacy Laws and (b) internal and external published policies and procedures, binding industry standards, and restrictions and requirements contained in any Contract to which the Company or any Company Subsidiary is bound, in each case under this clause (b), relating to privacy, data security, marketing or the receipt, collection, compilation, use, storage, sharing, safeguarding, security, disposal, destruction, disclosure, transfer, or other processing of Personally Identifiable Information.

  • Zero Coupon Obligation means a debt security that does not expressly provide for the accrual of interest, and includes the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does not itself expressly provide for the accrual of interest.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Third Party Claims has the meaning set forth in Section 11.1.

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

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • 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).

  • Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

  • U.S. Obligations means non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

  • Continuing Obligations mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • Assumed Obligations has the meaning specified in Section 2.2.